SEC Exemptive Order Authorizes Accelerated Tender Offers

On April 16, 2026, the Securities and Exchange Commission (the “SEC”) issued an exemptive order (the “Exemptive Order”) that cuts in half the minimum offering period for certain types of equity tender offers. This relief would capture most negotiated, all-cash tender offers for US public company acquisitions and provides a powerful incentive for dealmakers to favor tender offers as the structure of choice for all-cash transactions. The Exemptive Order also provides relief to partial issuer tender offers by public and private companies, although, as discussed below, we believe it is less likely to have as significant an impact on market practice in this context.

Background

Rules 13e-4 and 14e-1 under the Securities Exchange Act of 1934 (the “Exchange Act”) generally require tender offers to remain open for at least 20 business days. Although the SEC has previously provided relief from this rule in a variety of circumstances, either through rulemaking (as in the case of certain