{"data":{"id":"us/17-cfr-240.14e-7","jurisdiction":"us","citation":"17 CFR 240.14e-7","heading":"e-7 Unlawful tender offer practices in connection with roll-ups.","body":"In order to implement section 14(h) of the Act (15 U.S.C. 78n(h)):\n(a)(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:\n(i) Based on whether the solicited person participates in the tender offer; or\n(ii) Contingent on the success of the tender offer.\n(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:\n(i) Finite-life entities that are not limited partnerships;\n(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\n(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).\n(b)(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.\n(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:\n(i) An entity with securities registered pursuant to section 12 of the Act (15 U.S.C. 78l); or\n(ii) A limited partnership, unless the transaction involves only:\n(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\n(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).","path":["Title 17—Commodity and Securities Exchanges","CHAPTER II—SECURITIES AND EXCHANGE COMMISSION","PART 240—GENERAL RULES AND REGULATIONS, SECURITIES EXCHANGE ACT OF 1934"],"source_url":"https://www.ecfr.gov/api/versioner/v1/full/2026-08-25/title-17.xml","current_through":"2026-08-25","vintage":"","retrieved_at":"2026-08-27T02:24:31Z","sha256":"eb3287949d3d8cfa684c712fbf5d23f532238fae9a73aa0964a6548533224918","source_id":"us-cfr","stale":true,"prev":"us/17-cfr-240.14e-6","next":"us/17-cfr-240.14e-8"},"notice":"GroundRules: Original legal text. Not legal advice."}