SEC Grants Class-Wide Relief under Rule 14e-5 from Financial Advisor Trading Restrictions in Cross-Border Tender Offers
April 5, 2007
On April 5, 2007, the London office authored an Alert Memorandum entitled, “SEC Grants Class-Wide Relief under Rule 14e-5 from Financial Advisor Trading Restrictions in Cross-Border Tender Offers.” On April 4, 2007, the staff of the Division of Market Regulation of the Securities and Exchange Commission, in response to a request (the “Request”) submitted by Cleary Gottlieb, issued class-wide exemptive relief (the “Exemptive Relief”) to Goldman Sachs International and similarly situated financial advisors (and their affiliates and separately identifiable departments) (“Affiliates and Departments”) from certain restrictions imposed by Rule 14e-5 under the Securities Exchange Act of 1934 (the “Act”) in the context of certain cross-border tender offers for equity securities issued by foreign private issuers (as defined in Rule 3b-4(c) under the Act). The Exemptive Relief allows financial advisors, through their Affiliates and Departments, to engage in a broad list of trading activities they might otherwise be prohibited from conducting by Rule 14e-5 absent relief. The attached alert memorandum summarizes the Exemptive Relief and the Request, copies of which are also attached.