The Securities and Exchange Commission (“SEC” or the “Commission”) on 30 August 2021 introduced new rules to the provisions on mergers, takeovers, and acquisitions (the “New Rules”), amending the provisions of the SEC Rules and Regulations 2013 (as amended) (the “SEC Rules”). The New Rules contain provisions pertaining to certain forms of business divestitures such as carve-outs, spin-offs, and split-offs. In this issue, we highlight certain impactful provisions of the New Rules in relation to mergers and acquisitions. A subsequent issue will address the relevant provisions that affect takeovers and corporate restructuring.
Highlights of the New Rules
Approval and other requirements
The New Rules apply to public companies. It covers mergers, acquisitions, business combinations, or other affected transactions between companies, involving acquisitions of shares, assets, businesses, or subsidiaries of a public company.