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17 CFR §240.14e-7

Verified against eCFR.gov as of June 20, 2026View official text on eCFR.gov
In order to implement section 14(h) of the Act (15 U.S.C. 78n(h)):
  1. (a)
    1. (1)It shall be unlawful for any person to receive compensation for soliciting tenders directly from security holders in connection with a roll-up transaction as provided in paragraph (a)(2) of this section, if the compensation is:
      1. (i)Based on whether the solicited person participates in the tender offer; or
      2. (ii)Contingent on the success of the tender offer.
    2. (2)Paragraph (a)(1) of this section is applicable to a roll-up transaction as defined in Item 901(c) of Regulation S-K (§ 229.901(c) of this chapter), structured as a tender offer, except for a transaction involving only:
      1. (i)Finite-life entities that are not limited partnerships;
      2. (ii)Partnerships whose investors will receive new securities or securities in another entity that are not reported under a transaction reporting plan declared effective before December 17, 1993 by the Commission under section 11A of the Act (15 U.S.C. 78k-1); or
      3. (iii)Partnerships whose investors' securities are reported under a transaction reporting plan declared effective before December 17, 1993 by the Commission under section 11A of the Act (15 U.S.C. 78k-1).
  2. (b)
    1. (1)It shall be unlawful for any finite-life entity that is the subject of a roll-up transaction as provided in paragraph (b)(2) of this section to fail to provide a security holder list or mail communications related to a tender offer that is in furtherance of the roll-up transaction, at the option of a requesting security holder, pursuant to the procedures set forth in § 240.14a-7.
    2. (2)Paragraph (b)(1) of this section is applicable to a roll-up transaction as defined in Item 901(c) of Regulation S-K (§ 229.901(c) of this chapter), structured as a tender offer, that involves:
      1. (i)An entity with securities registered pursuant to section 12 of the Act (15 U.S.C. 78l); or
      2. (ii)A limited partnership, unless the transaction involves only:
        1. (A)Partnerships whose investors will receive new securities or securities in another entity that are not reported under a transaction reporting plan declared effective before December 17, 1993 by the Commission under section 11A of the Act (15 U.S.C. 78k-1); or
        2. (B)Partnerships whose investors' securities are reported under a transaction reporting plan declared effective before December 17, 1993 by the Commission under section 11A of the Act (15 U.S.C. 78k-1).