SEC Halves Tender Offer Period for Negotiated All-Cash Deals from 20 to 10 Business Days—A Potential Game-Changer for M&A Execution

On April 16, 2026, the SEC’s Division of Corporation Finance (the “Division”), in a move intended to “address market inefficiencies, better reflect technological advancements, and reduce exposure to market fluctuations,” issued an exemptive order (the “Exemptive Order”) that permits certain tender offers for equity securities to remain open for a minimum of only 10 business days, rather than the 20 business days previously required by Rules 13e-4 and 14e-1 under the Securities Exchange Act of 1934 (the “Exchange Act”). For negotiated, all-cash tender offers by acquirers of U.S. public companies, this cuts the minimum offering period in half—and could potentially compress sign-to-close timelines for well-organized friendly deals to as little as two and a half to three weeks. Similarly, for private companies conducting self-tenders to provide employees with liquidity, the relief halves the required offering period.

The Core Relief: Negotiated All-Cash Takeover Offers for Public Companies

What Changed

The most significant component of the Exemptive Order is the relief for third-party equity tender offers subject to Regulation 14D (i.e., offers for the securities of a U.S. reporting company). These offers may now remain open for only 10 business days, provided that several key conditions are satisfied:

• Negotiated offers only: Third-party offers must be made pursuant to a negotiated merger agreement (or similar agreement) between the bidder and the public target. Hostile or unsolicited bids do not qualify.
• All or nothing: The third-party offer must be for all outstanding securities of the subject class.
• Cash only: The tender offer consideration must be for cash only and at a fixed price—no stock, no mixed consideration and no floating or formula-based pricing.
• Board recommendation: The target company must file and disseminate a Schedule 14D-9 (the board recommendation statement) no later than 5:30 p.m. ET on the first business day following commencement of the offer.
• Press release: A press release containing the basic terms of the offer and an active hyperlink to the tender offer materials must be issued by 10:00 a.m. ET on the date the offer commences.
• No competing bids: The Exemptive Order’s relief is unavailable if a competing bid for the subject securities is publicly announced or pending at the time of the offer’s announcement. And if a competing bid is announced after a shortened tender offer relying on the Exemptive Order has commenced, the initial offer must be extended to at least 20 business days from its original start date.
• Must announce material changes: Material changes to the offer terms must be announced subject to specified advance notice requirements: changes to the percentage sought or to consideration offered must be publicly disclosed no later than 9 a.m. ET on the fifth business day before expiration, and other material changes must be publicly disclosed no later than 9 a.m. ET on the second business day before expiration.

Why This Matters

This relief has the potential to materially accelerate execution of friendly, all-cash public company acquisitions structured as two-step tender offers. The two-step tender offer has long been the faster path to closing a negotiated public company acquisition, principally because it does not require SEC pre-review of the offer documents or the scheduling of a shareholder meeting. Under the old 20-business-day minimum, a well-executed tender offer could typically close several weeks sooner than a one-step merger. The Exemptive Order could significantly widen this gap. With a 10-business-day minimum (approximately 14 calendar days), a negotiated cash tender offer can now close roughly a month or more ahead of a merger requiring target company shareholder approval. 

And for transactions subject to Hart-Scott-Rodino Act (“HSR”) filing requirements, the 15-calendar-day HSR waiting period applicable to cash tender offers will now run almost concurrently with the new 10-business-day (approximately 14-calendar-day) offer period. This means that acquirers and targets that prepare their documents efficiently could potentially achieve a sign-to-close timeline of as little as two and a half to three weeks for an all-cash acquisition with no antitrust or other regulatory delays. This is a remarkable acceleration. For transactions where speed is a priority, the Exemptive Order has the potential to make a tender offer structure even more attractive.

There are, however, meaningful operational implications. In order to achieve the fastest possible sign-to-close timing, deal parties would need to substantially draft their tender offer and antitrust filing materials before signing, in parallel with negotiating the merger agreement, so that the requisite filings can be made as promptly as possible after the merger agreement is signed. Acquirers and targets that want to rely on this relief would need to plan their document preparation workstreams accordingly.

There are also several caveats to bear in mind. If there are any complications with the HSR review process, including a request to pull-and-file the initial notification, or if any ex-US regulatory filings are required, the tender offer would need to be extended beyond the initial 10-business day period in order to allow completion of the regulatory review process. 

In addition, absent a robust pre-signing market check, it may be difficult for an acquirer to persuade a target company board to accept such a short timeline from sign to close (in other words, to shorten the potential “deal jump” window). And while the shorter initial offering period permitted under the Exemptive Order narrows the window in which a competing bidder can organize and announce a rival offer, the public announcement of a competing bid will trigger an extension of the initial offer period to 20 business days (and target shareholders may in any event withhold tenders even after the initial 20-business-day period to see how the situation with the competing bid plays out). The primary speed advantage of the relief therefore lies in its ability to compress timelines for uncontested deals rather than in creating a meaningful structural barrier to competing bids. 

What Doesn’t Qualify

Several important categories of tender offers are excluded from the Exemptive Order:

• Hostile or unsolicited offers: The relief for third-party offers is available only pursuant to a negotiated merger agreement or similar business combination agreement. This is a notable policy choice that preserves target boards’ ability to respond to unsolicited offers within the traditional 20-business-day framework while giving friendly deal parties the benefit of speed.
• Offers with stock or mixed consideration: Only all-cash, fixed-price offers qualify. Exchange offers, mixed cash-and-stock offers, and offers with price adjustment mechanisms are excluded.
• “Going-Private” transactions: The Exemptive Order explicitly excludes “going-private” transactions subject to Rule 13e-3 under the Exchange Act (i.e., where a public company is taken private by its affiliates or management). These transactions are subject to heightened disclosure requirements and will continue to require a 20-business-day minimum offer period.
• Tier II cross-border offers: The relief is not available if the tender offer is made in reliance on the Tier II cross-border exemptions set forth in Rule 14d-1(d) or Rule 13e-4(i) under the Exchange Act. These exemptions are designed for offers involving foreign private issuers with a limited U.S. shareholder base. The Exemptive Order does, however, apply to Tier I cross-border tender offers, where U.S. holders only own 10% or less of the target company’s equity securities.
• Partial third-party offers: A third-party offer must be for all outstanding securities of the subject class. Partial bids—for example, an offer for a controlling stake—remain subject to the standard 20-business-day minimum.

Further Relief for Reporting Companies: Partial Issuer Tender Offers

In addition to the public company M&A applications discussed above, the Exemptive Order provides parallel relief for issuer tender offers under Exchange Act Rule 13e-4 (e.g., share repurchases structured as tender offers) by reporting companies. An issuer or its affiliates may rely on the 10-business-day minimum if the offer is for less than all outstanding securities of the subject class (in contrast with the requirement for third-party tender offers), consists only of cash at a fixed price and is not a “going-private” transaction subject to Rule 13e-3. This relief should make the issuer tender offer structure more attractive for companies seeking to quickly execute buybacks—historically, the 20-business-day minimum has been one of the principal drawbacks of a tender offer relative to an open-market repurchase program or an Accelerated Share Repurchase (“ASR”). It also has the potential to facilitate the use of self-tenders as a defensive measure in response to unsolicited approaches, or as a pre-closing capital return mechanism in connection with a negotiated acquisition. Note that the relief excludes Tier II cross-border offers and is limited to partial offers: an issuer tender offer for all outstanding shares of a class does not qualify, consistent with the exclusion of going-private transactions from this relief.

Non-Reporting Company Self-Tenders Also Covered

Private companies aren’t completely left out. The Exemptive Order also allows for a 10-business day offer period for tender offers for the equity securities of non-reporting companies (i.e., companies with no class of securities registered under Exchange Act Section 12 and no Section 15(d) reporting obligations). It is important to note that this relief is limited to offers made by the issuer itself, or by the issuer’s wholly-owned subsidiary, for cash at a fixed price. Third-party offers for non-reporting company securities are not covered.

While this relief on its face is more limited than that granted for reporting companies, it still has the potential to speed up deal timelines for deals that involve a self-tender by the issuer. 

Perhaps just as significant is the potential to significantly accelerate private company tender offers conducted to provide liquidity to employees, former employees and other equityholders. Late-stage private companies, particularly in the technology sector, often conduct self-tender offers to repurchase vested equity from their employees. These offers previously required a minimum 20-business-day offering period, which imposed administrative burden and prolonged the period during which sensitive valuation information was in circulation. Under the Exemptive Order, these offers may now remain open for as few as 10 business days, provided they are conducted by the issuer (or its wholly-owned subsidiary), are for cash at a fixed price and comply with specified notice requirements for material changes. 

While this relief should be particularly welcome for emerging growth companies that use tender offers as a tool to manage employee retention and liquidity, we note that this relief does not extend to tender offers by third-party secondary purchasers, such as secondary market funds that buy directly from employees or investors that seek to enter a company’s cap table via secondary purchases rather than (or concurrent with) a primary financing round. Those transactions, to the extent they constitute tender offers, remain subject to the 20-business-day minimum.

Looking Ahead

We expect this relief to be utilized quickly and broadly in negotiated cash acquisitions. The Division stated that it “may reconsider, modify, or withdraw the relief” if material issues arise in its application, and we anticipate that the Division may consider additional flexibility for tender offer mechanics—including potentially for exchange offers, mixed-consideration transactions or offers for debt securities—as the market’s use of the Exemptive Order develops. And while the Exemptive Order was released under delegated authority (consistent with the current SEC leadership’s recent emphasis on using staff-level interpretive and exemptive actions to introduce flexibility into the regulatory framework for M&A transactions), it remains to be seen whether a notice-and-comment rulemaking will commence to formalize this and other relief. 

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In addition to the authors, please reach out to any of your Freshfields capital markets and M&A contacts with questions about this exemptive order, including Ethan Klingsberg, Damien Zoubek, Jenny Hochenberg and Oliver Board in New York and Sarah Solum, Calise Cheng, Denny Kwon, Scott Blumenkranz, Phillip Stoup, Jeffrey Gould and Shira Oyserman in Silicon Valley and San Francisco. 

This post with authored with assistance from Thomas Jung.