March 21, 2023

Tender Offers: SEC Builds Out Tender Offer Rules & Schedules CDIs

Here’s an update from John’s blog yesterday (make sure to connect with him at Tulane if you’ll be there this week!):

On Friday, Corp Fin finished its long-awaited build-out of the Tender Offer Rules & Schedules CDIs by issuing 34 CDIs addressing a wide range of interpretive issues.  As anyone who’s ever researched tender offers knows, most of the Staff’s guidance has been scattered across the old Telephone Interps & other locations on the SEC’s website, with only a handful of topics addressed in the CDIs.  All of that guidance has finally been consolidated into a single location. The intro to the page provides some insight into where all of the new CDIs came from:

These Compliance and Disclosure Interpretations (“C&DIs”) comprise the Division’s interpretations of the tender offer rules. Many of the C&DIs replace the interpretations previously published in the Tender Offer Rules and Schedules Manual of Publicly Available Telephone Interpretations, Excerpt from November 2000 Current Issues Outline, and Excerpt from March 2001 Quarterly Update to Current Issues Outline (namely, C&DIs 101.05 through 101.16; 104.01; 104.02; 130.01 through 130.03; 131.01 through 131.03; 144.01; 146.01; 149.01; 158.01; 161.01; 162.06; 162.07; 163.01; 164.01; and 181.01). C&DI 101.04 replaces Question 2 in the Schedule TO section of the July 2001 Interim Supplement to Publicly Available Telephone Interpretations.

As this Gibson Dunn blog points out, there’s not a lot that’s new here in terms of substantive guidance.  Still, there’s so much that’s new to this page on the SEC’s website that I think you may find this version that I dug up from the Internet Archive showing what the page looked like before Friday’s changes helpful.  Members of can also access this redlined copy of the CDIs that I posted in our “Tender Offers” Practice Area.

By the way, I know that many of our readers will be in attendance at the Tulane Corporate Law Institute later this week. I’ll be there as well and hope to have a chance to meet you during the conference.  I’m easy to find – just look for a guy who appears to be a cross between Butterbean & Sir Topham Hatt!

Liz Dunshee