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| Securities Lawyer's Deskbook
of Cincinnati College of Law
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General Rules and Regulations
Securities Exchange Act of 1934
Rule 14e-8 -- Prohibited Conduct in Connection with Pre-commencement Communications
It is a fraudulent, deceptive or manipulative act or practice within the meaning
of section 14(e) of the Act for any person
to publicly announce that the person (or a party on whose behalf the person
is acting) plans to make a tender offer that has not yet been commenced, if
- Is making the announcement of a potential tender
offer without the intention to commence the offer within a reasonable time
and complete the offer;
- Intends, directly or indirectly, for the announcement
to manipulate the market price of the stock of the bidder or subject company;
- Does not have the reasonable belief that the person
will have the means to purchase securities to complete the offer.
64 FR 61408, 61465, 61466, Nov. 10, 1999