17 C.F.R. § 240.14d-8

Exemption from statutory pro rata requirements

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Notwithstanding the pro rata provisions of section 14(d)(6) of the Act, if any person makes a tender offer or request or invitation for tenders, for less than all of the outstanding equity securities of a class, and if a greater number of securities are deposited pursuant thereto than such person is bound or willing to take up and pay for, the securities taken up and paid for shall be taken up and paid for as nearly as may be pro rata, disregarding fractions, according to the number of securities deposited by each depositor during the period such offer, request or invitation remains open.

(Sec. 23, 48 Stat. 901; sec. 203(a), 49 Stat. 704; sec. 8, 49 Stat. 1379; sec. 10, 78 Stat. 580; sec. 3, 82 Stat. 455; secs. 3-5, 84 Stat. 1497; sec. 18, 89 Stat. 155; 15 U.S.C. 78n(e), 78w(a)) [47 FR 57680, Dec. 28, 1982]

Notes of Decisions

Cited in 3 cases, 1986–1993 · leading case: Lone Star Indus., Inc. v. Compania Naviera Perez Companc (In Re New York Trap Rock Corp.), 160 B.R. 876 (S.D.N.Y. 1993).

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Lone Star Indus., Inc. v. Compania Naviera Perez Companc (In Re New York Trap Rock Corp.), 160 B.R. 876 (S.D.N.Y. 1993). “Trading in corporate control has at times functioned to the detriment of noncontrolling shareholders (generally holding far less than 50% interests in the entity involved), leading Congress to adopt restrictions on the practice in connection with tender offers for publicly held…”

Pryor v. United States Steel Corp., Uss, 794 F.2d 52 (2d Cir. 1986). “Rule 14d-8, 5 17 C.F.R. 240.14d-8, at the time of this offer exempted from Section 14(d)(6) offers that provided for proration periods of longer than ten days.”

Pryor v. United States Steel Corp., 794 F.2d 52 (2d Cir. 1986). “Rule 14d-8, 5 17 C.F.R. 240.14d-8, at the time of this offer exempted from Section 14(d)(6) offers that provided for proration periods of longer than ten days.”

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