SEC Interpretation on Mini-Tender Offers Released

Section 14(e) applies, but not 14(d) for some, but yes for others.

By John M. Baker, Esq.

The SEC issued an interpretive release on “mini-tender offers” and limited partnership tender offers. Release Nos. 34-43069, IC-24564 (July 24, 2000).

A mini-tender offer is a tender offer resulting in ownership of not more than five percent of a company’s securities. Mini-tender offers are subject to section 14(e) of the 1934 Act and Regulation 14E thereunder, but not to section 14(d) or Regulation 14D; limited partnership tender offers are subject to section 14(e) and Regulation 14E, and may or may not also be subject to section 14(d) and Regulation 14D.

The SEC expressed concern in both cases as to the disclosures that are made in these tender offers, and it gave guidelines intended to improve disclosure and prompt payment practices.

The interpretive release is available online at

Copyright 2000, John M. Baker, Esq., Stradley, Ronon, Stevens & Young, LLP, 1220 19th Street, N.W., Suite 700, Washington, DC 20036 – (202) 822-9611- Fax (202) 822-0140 This article was originally posted to the FundLaw List, To subscribe to FundLaw, send a blank e-mail to

Nothing herein is intended as legal or financial advice. The law is different in different jurisdictions, and the facts of a particular matter can change the application of the law. Please consult an attorney or your financial advisor before acting upon the information contained in this article.