Internet Availability of Proxy Materials; Regulation of Takeovers and Security Holder Communications; Cross-Border Tender and Exchange Offers, Business Combinations and Rights Offerings; Certain Other Related Rule Corrections

This release contains technical amendments to Rule 14a- 3(a)(3)(i), which was published in the Federal Register of Wednesday, August 1, 2007 (72 FR 42221), and Rule 14a-16(m), which was published in the Federal Register of Monday, January 29, 2007 (72 FR 4147). The rules do not permit, or require, the use of the notice and access model regarding Internet availability of proxy materials with respect to business combination transactions. We are also making technical amendments to Rules 14b-1 and 14b-2, which were published in the Federal Register of Wednesday, August 1, 2007 (72 FR 42221), to correct references in those rules. Further, we are making technical corrections to rules that were modified in Release Nos. 33-7759 and 33-7760, which were published in the Federal Register on November 10, 1999 (64 FR 61382 and 64 FR 61408, respectively). The amended rules revised the rules and regulations applicable to takeover transactions, including tender offers, mergers, acquisitions and similar extraordinary transactions, and, in order to facilitate U.S. investor participation, modified the rules relating to cross-border tender and exchange offers, business combinations and rights offerings relating to the securities of foreign private issuers. This document corrects certain cross- references in the regulatory text of the adopting releases, removes a reference to an inapplicable statute, otherwise corrects certain typographical errors, updates the contact information for the agency and amends the delegated authority of the Divisions of Corporation Finance and Market Regulation relating to issuer tender offers.