17 C.F.R. § 240.14e-3

Transactions in securities on the basis of material, nonpublic information in the context of tender offers

Read at: eCFRecfr.gov CornellLII GovInfogovinfo.gov CasesGoogle Scholar

(a) If any person has taken a substantial step or steps to commence, or has commenced, a tender offer (the “offering person”), it shall constitute a fraudulent, deceptive or manipulative act or practice within the meaning of section 14(e) of the Act for any other person who is in possession of material information relating to such tender offer which information he knows or has reason to know is nonpublic and which he knows or has reason to know has been acquired directly or indirectly from:

(1) The offering person,

(2) The issuer of the securities sought or to be sought by such tender offer, or

(3) Any officer, director, partner or employee or any other person acting on behalf of the offering person or such issuer, to purchase or sell or cause to be purchased or sold any of such securities or any securities convertible into or exchangeable for any such securities or any option or right to obtain or to dispose of any of the foregoing securities, unless within a reasonable time prior to any purchase or sale such information and its source are publicly disclosed by press release or otherwise.

(b) A person other than a natural person shall not violate paragraph (a) of this section if such person shows that:

(1) The individual(s) making the investment decision on behalf of such person to purchase or sell any security described in paragraph (a) of this section or to cause any such security to be purchased or sold by or on behalf of others did not know the material, nonpublic information; and

(2) Such person had implemented one or a combination of policies and procedures, reasonable under the circumstances, taking into consideration the nature of the person's business, to ensure that individual(s) making investment decision(s) would not violate paragraph (a) of this section, which policies and procedures may include, but are not limited to, (i) those which restrict any purchase, sale and causing any purchase and sale of any such security or (ii) those which prevent such individual(s) from knowing such information.

(c) Notwithstanding anything in paragraph (a) of this section to contrary, the following transactions shall not be violations of paragraph (a) of this section:

(1) Purchase(s) of any security described in paragraph (a) of this section by a broker or by another agent on behalf of an offering person; or

(2) Sale(s) by any person of any security described in paragraph (a) of this section to the offering person.

(d)(1) As a means reasonably designed to prevent fraudulent, deceptive or manipulative acts or practices within the meaning of section 14(e) of the Act, it shall be unlawful for any person described in paragraph (d)(2) of this section to communicate material, nonpublic information relating to a tender offer to any other person under circumstances in which it is reasonably foreseeable that such communication is likely to result in a violation of this section except that this paragraph shall not apply to a communication made in good faith,

(i) To the officers, directors, partners or employees of the offering person, to its advisors or to other persons, involved in the planning, financing, preparation or execution of such tender offer;

(ii) To the issuer whose securities are sought or to be sought by such tender offer, to its officers, directors, partners, employees or advisors or to other persons, involved in the planning, financing, preparation or execution of the activities of the issuer with respect to such tender offer; or

(iii) To any person pursuant to a requirement of any statute or rule or regulation promulgated thereunder.

(2) The persons referred to in paragraph (d)(1) of this section are:

(i) The offering person or its officers, directors, partners, employees or advisors;

(ii) The issuer of the securities sought or to be sought by such tender offer or its officers, directors, partners, employees or advisors;

(iii) Anyone acting on behalf of the persons in paragraph (d)(2)(i) of this section or the issuer or persons in paragraph (d)(2)(ii) of this section; and

(iv) Any person in possession of material information relating to a tender offer which information he knows or has reason to know is nonpublic and which he knows or has reason to know has been acquired directly or indirectly from any of the above.

[45 FR 60418, Sept. 12, 1980]

Notes of Decisions

Cited in 7 cases, 1984–2003 · leading case: Litton Indus., Inc. v. Lehman Bros. Kuhn Loeb, 709 F. Supp. 438 (S.D.N.Y. 1989).

Sort: Relevance Newest Treatment

Litton Indus., Inc. v. Lehman Bros. Kuhn Loeb, 709 F. Supp. 438 (S.D.N.Y. 1989). “§ 78n(e) and rule 14e-3 promulgated thereunder, 17 C.F. R. § 240.14e-3 (count two); (3) The Racketeer Influenced and Corrupt Organizations Act, 18 U.”

Sec. & Exch. Comm'n v. Vaskevitch, 657 F. Supp. 312 (S.D.N.Y. 1987). “78n(e) ] and Rule 14e-3 [17 C.F.R. 240.14e-3] promulgated thereunder, by directly or indirectly, in connection with any offer or request or invitation for tenders, engaging in any fraudulent, deceptive, or manipulative act or practice by: (a) trading in the securities sought or…”

United States v. Cassese, 290 F. Supp. 2d 443 (S.D.N.Y. 2003). “l constitute a fraudulent, deceptive or manipulative act or practice within the meaning of section 14(e) of the Act for any other person who is in possession of material information relating to such tender offer which information he knows or has reason to know is nonpublic and…”

Koppers Co., Inc. v. Am. Exp. Co., 689 F. Supp. 1413 (W.D. Pa. 1988). “17 C.F.R. 240.14e-3(b)(2). Although the Commission has not codified the use of preventive procedures as a means to avoid securities law liability except in Rule 14e-3, the principles also extend to actions under Section 10(b) of the Securities Exchange Act and Rule 10b-5…”

In re Florentino, 103 A.D.2d 56 (N.Y. App. Div. 1984). “10b-5) and *57 section 78u (subd [e]) and section 78ff of title 15 of the United States Code, rule 14e-3 of the Securities and Exchange Act (17 CFR 240.14e-3). It was alleged that as a result of insider information about companies involved in takeovers and mergers, acquired…”

In re Rubinstein, 119 A.D.2d 243 (N.Y. App. Div. 1986). “10b-5); and 15 USC § 78n (e) and § 78ff; rule 14e-3 (17 CFR 240.14e-3). On September 23, 1983, respondent was sentenced to a 21A-year probationary term during which he was to perform 500 hours of community service.”

SEC v. Sargent (1st Cir. 2003). “78n(e), and Rule 14e-3 thereunder, 17 C.F.R. 240.14e-3 (2003). As a remedy, the district court disgorged the defendants of the illicit profits.”

— 17 C.F.R. § 240.14e-3(b)(2) — 1 case

Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.