On April 16, 2026, the Division of Corporation Finance of the US Securities and Exchange Commission issued an exemptive order permitting certain tender offers for equity securities to remain open for a minimum of 10 business days rather than the 20 business days required under Rules 13e-4(f)(1)(i) and 14e-1(a). The order applies to tender offers for equity securities of both reporting and non-reporting companies and establishes a framework which qualifying offerors may rely on for relief without seeking individual exemptive letters. The Division cited the need to address market inefficiencies, reflect technological advancements and reduce exposure to market fluctuations as the basis for the relief.
Key conditions
Reporting companies
For third-party tender offers subject to Regulation 14D, the offer must be made pursuant to a negotiated merger or business combination agreement, for all outstanding securities of the subject class, and the subject company must file and disseminate its Schedule 14D-9 by 5:30 p.m. Eastern time on the first business day after commencement.
For issuer tender offers subject to Rule 13e-4, the offer must be for less than all outstanding securities of the subject class.
In all cases, the consideration must consist solely of cash at a fixed price. The relief is not available for going-private transactions (Rule 13e-3), offers relying on the cross-border exemptions in Rule 14d-1(d) or Rule 13e-4(i), or offers where a competing tender offer is already pending at announcement. If a competing offer is announced after commencement, the initial offer must be extended to at least 20 business days from original commencement.
The offer must be announced through a widely disseminated press release by 10:00 a.m. Eastern time on the commencement date, including key terms and a hyperlink to all offer materials. Changes in consideration or percentage sought (other than acceptance of up to an additional 2% of subject securities) must be announced by 9:00 a.m. Eastern time on the fifth business day before expiration; other material changes must be announced by 9:00 a.m. Eastern time on the second business day before expiration.
Non-reporting companies
The order also permits 10-business-day offers for equity securities of non-reporting companies (i.e., issuers without a class of securities registered under Exchange Act Section 12 and not required to file reports under Section 15(d)), where the offer is made by the issuer or its wholly owned subsidiary for cash at a fixed price. The same advance notice requirements for changes to offer terms apply.
Practical takeaways
- Accelerated timelines for qualifying deals. The 10-business-day period may be available for negotiated all-cash acquisitions structured as front-end tender offers and certain issuer self-tenders, reducing execution timelines and interim market risk exposure.
- No individual exemptive letters required. Unlike prior no-action relief, which required transaction-specific applications, qualifying offerors may rely on this order without seeking individual exemptive letters.
- Ineligible transactions must be identified early. Mixed consideration, unsolicited offers, going-private transactions, and cross-border offers relying on the applicable exemptions do not qualify. For third-party tender offers under Regulation 14D, the offer must be for all outstanding securities; partial bids are ineligible. For issuer self-tenders under Rule 13e-4, the inverse applies – the offer must be for less than all outstanding securities.
- Target board process must be compressed. The Schedule 14D-9 deadline of 5:30 p.m. Eastern time on day one after commencement requires substantially front-loading target diligence and disclosure preparation, which differs from current practice, where the Schedule 14D-9 is generally due within 10 business days of commencement.
- Disclosure must be complete at launch. The commencement-day press release deadline and specific advance notice requirements for changes to offer terms demand that execution mechanics and disclosure be finalized before launch.
- Competing offers may affect availability of shortened period. A post-commencement competing offer triggers mandatory extension to the standard 20-business-day minimum.
- Initial offering period only. The relief applies to the initial offering period as defined in Rule 14d-1(g)(4) and does not allow the shortening of any subsequent offering period under Rule 14d-1(g)(8).
- Engage counsel early. Given the condition-dependent nature of the relief and compressed timelines, early coordination with legal and financial advisors is essential.
The following White & Case attorneys authored this alert: Laura Katherine Mann and AJ Ericksen.
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This article is prepared for the general information of interested persons. It is not, and does not attempt to be, comprehensive in nature. Due to the general nature of its content, it should not be regarded as legal advice.
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