The Return of the Tender Offer

This post is from Theodore Mirvis of Wachtell, Lipton, Rosen & Katz.

It’s not the Jedi, to be sure, but it is a bit of Back to the Future.  The tender offer–the technique that started the whole corporate-governance ball rolling, which in its devilish way has slip-slided around the board and management to get to the “owners”–is making a comeback.

The tender offer has been spurned since some really bad judicial decisions turned the SEC’s “best-price” rule into a liability monster, allowing plaintiffs to claim that any and all side deals with managers who happened to own stock resulted in extra pay for management’s shares–and thus requiring every stockholder to be “topped up” in like amount.  Tenders are now making a comeback, though, thanks to the SEC’s speedy (what’s a dozen years or so?) amendment to Rule 14d-10.

In this recent Memorandum, Mark Gordon lays out the tactical and other considerations being weighed by deal planners who now have this tool back in their toolboxes.  It’s enough to bring a tear to even the most hard-eyed veteran of the ’70s and ’80s.

The full Memorandum is available for download here.

Post a comment or leave a trackback: Trackback URL.

One Comment

  1. Posted Friday, January 18, 2008 at 3:28 pm | Permalink

    We use tenders in the UK and this is one of the sites you can find out about them.

Post a Comment

Your email is never published nor shared. Required fields are marked *


You may use these HTML tags and attributes: <a href="" title=""> <abbr title=""> <acronym title=""> <b> <blockquote cite=""> <cite> <code> <del datetime=""> <em> <i> <q cite=""> <s> <strike> <strong>

  • Subscribe

  • Cosponsored By:

  • Supported By:

  • Programs Faculty & Senior Fellows

    Lucian Bebchuk
    Alon Brav
    Robert Charles Clark
    John Coates
    Alma Cohen
    Stephen M. Davis
    Allen Ferrell
    Jesse Fried
    Oliver Hart
    Ben W. Heineman, Jr.
    Scott Hirst
    Howell Jackson
    Robert J. Jackson, Jr.
    Wei Jiang
    Reinier Kraakman
    Robert Pozen
    Mark Ramseyer
    Mark Roe
    Robert Sitkoff
    Holger Spamann
    Guhan Subramanian

  • Program on Corporate Governance Advisory Board

    William Ackman
    Peter Atkins
    Joseph Bachelder
    John Bader
    Allison Bennington
    Richard Brand
    Daniel Burch
    Richard Climan
    Jesse Cohn
    Isaac Corré
    Scott Davis
    John Finley
    David Fox
    Stephen Fraidin
    Byron Georgiou
    Carl Icahn
    Jack B. Jacobs
    Paula Loop
    David Millstone
    Theodore Mirvis
    James Morphy
    Toby Myerson
    Morton Pierce
    Barry Rosenstein
    Paul Rowe
    Rodman Ward