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Getting U.S. Security Holders to the Party: The SEC's Cross-Border Release Five Years On


Steven M. Davidoff


Ohio State University (OSU) - Michael E. Moritz College of Law; Ohio State University (OSU) - Department of Finance

Brett A. Carron


affiliation not provided to SSRN


Journal of International Economic Law, Vol, 26, No. 3, pp. 455, Fall 2005
Wayne State University Law School Research Paper No. 07-25

Abstract:     
On October 22, 1999, the SEC in the Cross-Border Adopting Release adopted new rules relating to cross-border tender and exchange offers, business combinations, and rights offerings. These rules were enacted as part of an ambitious program by the SEC staff to shepherd the U.S. federal securities laws into the international age by facilitating the inclusion in cross-border takeovers of previously excluded U.S. holders. Five years on, the full impact of the Cross-Border Rules on the international market remains uncertain and rules that were expressly intended to facilitate the inclusion of U.S. security holders in cross-border takeovers have, in many instances, encouraged exclusion. This Article attempts, on the basis of five years of practice and legal development, to pinpoint those areas where the Cross-Border Rules appear to be working; highlight where changes might be beneficial; and suggest possible improvements, reforms, and revisions that would better provide participants with the flexibility that the SEC originally intended.

Number of Pages in PDF File: 59

Keywords: cross-border, takeovers, securities regulation, Williams Act, cross-border release

JEL Classification: K22, G15, G18, G34

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Date posted: February 7, 2006  

Suggested Citation

Davidoff, Steven M. and Carron, Brett A., Getting U.S. Security Holders to the Party: The SEC's Cross-Border Release Five Years On. Journal of International Economic Law, Vol, 26, No. 3, pp. 455, Fall 2005; Wayne State University Law School Research Paper No. 07-25. Available at SSRN: http://ssrn.com/abstract=881135

Contact Information

Steven M. Davidoff (Contact Author)
Ohio State University (OSU) - Michael E. Moritz College of Law ( email )
55 West 12th Avenue
Columbus, OH 43210
United States
Ohio State University (OSU) - Department of Finance ( email )
2100 Neil Avenue
Columbus, OH 43210-1144
United States

Brett A. Carron
affiliation not provided to SSRN ( email )
No Address Available
Feedback to SSRN


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