Corporate And Financial Weekly Digest - May 9, 2008

SEC/Corporate
Robert L. Kohl, Mark A. Conley, David S. Kravitz, Palash I. Pandya & Kamilah K. Smith

SEC Proposes Revisions To Rules Governing U.S. Investors' Rights In Overseas Mergers And Acquisitions

On May 8, the Securities and Exchange Commission proposed revisions to its cross-border tender, exchange offer and business combination rules. Many of the proposed rule changes would represent an expansion and refinement of current exemptions and, in certain cases, would codify relief previously granted on an individual basis.

The rule proposals include:

• Refinement of tests for calculating U.S. ownership of the target company for purposes of determining eligibility to rely on cross-border exemptions in both negotiated and hostile transactions;