by Eduardo N.T. Andrade and David F. Kroenlein
The Securities and Exchange Commission (the "Commission") has adopted, effective January 24, 2000, comprehensive amendments to the rules pertaining to tender offers, mergers and other extraordinary transactions. The new rules are designed to harmonize, update and simplify the three disparate and largely outdated regulatory structures that govern business combination transactions, namely the Williams Act tender offer rules, the proxy rules under the Exchange Act and the Securities Act, if the merger or tender offer consideration includes registered securities. The new rules will likely be quickly put to the test in the current flurry of business combinations.
