Series 79: Communicating About A Proposed Deal Before Registration Statement Is Filed (Rule 165)

Communicating about a Proposed Deal before Registration Statement is Filed (Rule 165)

To the extent a proposed merger is considered an “offer” or “sale” of securities under the Securities Act, communications about that merger would be subject to the onerous restrictions that apply to communications about public offerings. Fortunately, Rule 165 largely exempts merger-related communications from these restrictions.

Rule 165 allows would-be participants in a business combination—defined as any exchange off