A Response To Professor Coates' Cavil Concerning Commission's Exemptive Order

In 1979, the Securities and Exchange Commission adopted extensive regulations that imposed specific filing, delivery, and disclosure requirements with respect to certain tender offers. 44 FR 70326 (Dec. 6, 1979). One of those rules, Rule 14e-1 (17 C.F.R. § 240.14e-1) required that any tender offer remain open for a minimum number of business days from the date on which it is first published or sent or given to security holders. In adopting the 20-business day requirement, the Commission acknowledged that “there was no concensus as to what the length of the period should be”. The Commission found that 30 business days was “unnecessarily long” and it ultimately settled on 20 business days and that has been the rule until this month.