What US SEC - 17 CFR 240.13e-3 Going Private Transactions by Certain Issuers or their Affiliates requires
17 CFR 240.13e-3 titled 'Going private transactions by certain issuers or their affiliates' is the SEC anti-fraud and disclosure rule governing 'Rule 13e-3 transactions' under section 13(e) of the Exchange Act. Paragraph (a) defines a 'Rule 13e-3 transaction' as a transaction that has either a reasonable likelihood or a purpose of producing one of two effects: (i) causing a class of equity securities of an issuer that is subject to section 12(g) or 15(d) of the Exchange Act to be held of record by fewer than 300 persons; or (ii) causing a class of equity securities of an issuer that is either listed on a national securities exchange or authorized to be quoted in an inter-dealer quotation system of any registered national securities association to be neither listed nor authorized to be quoted. Paragraph (b) prohibits any issuer or affiliate engaging in a Rule 13e-3 transaction from employing any device, scheme, or artifice to defraud; making any untrue statement of a material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading; or engaging in any act, practice, or course of business which operates or would operate as a fraud or deceit upon any person. Paragraph (c) requires the filing of Schedule 13E-3 (with all exhibits and amendments) reporting the transaction and material changes. Paragraph (d) requires that the disclosure must be disseminated to security holders at least 20 days prior to any solicitation, recommendation, or shareholder vote regarding the transaction, with company-paid forwarding of materials to beneficial owners. The rule is the principal SEC vehicle for protecting unaffiliated shareholders in management buy-outs and other affiliate-driven transactions designed to take a public company private.
Pillar: Banking & Global Finance · Authority: US Securities and Exchange Commission · Version: 1.0.0 · Last updated:
Primary source: https://www.ecfr.gov/current/title-17/section-240.13e-3
SHA-256 integrity: 43c1e3c0ae4a464aef1ebf97d16be7492880cb3c0b1e4025a43c5217e88b4f2f
Primary Citations — 7 traced to source
- 17 CFR 240.13e-3 - Going private transactions by certain issuers or their affiliates - regulatory text at https://www.ecfr.gov/current/title-17/section-240.13e-3
- 17 CFR 240.13e-3(a) - definition of 'Rule 13e-3 transaction' including reasonable likelihood or purpose of causing the class to be held by fewer than 300 record holders, or to be neither listed nor authorized to be quoted
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