Posted by Piotr Korzynski, Mark Mandel, and Steven Sandretto, Baker & McKenzie LLP, on
Thursday, May 7, 2026
In brief
On April 16, 2026, the US Securities and Exchange Commission’s (SEC) Division of Corporation Finance, Office of Mergers and Acquisitions issued an exemptive order that establishes a new framework for certain qualifying equity tender offers to remain open for a minimum of 10 business days, instead of the 20-business-day minimum generally required under Exchange Act Rules 13e-4(f)(1)(i) and 14e-1(a). The relief is designed to address market inefficiencies, reflect technological developments and reduce exposure to market fluctuations, while remaining consistent with investor protection goals. The order applies to (i) certain negotiated, all-cash third‑party tender offers for US reporting companies, (ii) certain issuer self-tender offers by reporting companies, and (iii) certain issuer (or wholly owned subsidiary) tender offers by nonreporting companies (i.e., private companies which are not required to file reports under Exchange Act Section 15(d)).
For public company M&A practitioners and parties, the primary impact will be on so‑called two-step mergers in which the first step is a tender offer that otherwise qualifies under the order for the abbreviated initial minimum offer period and immediately precedes a second-step, back-end merger, allowing such mergers the opportunity to close faster than existing SEC rules permit.
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