In Abramowski v. Nuvei Corp., No. 24-3156, 2026 WL276766 (3d Cir. Feb. 3, 2026), the United States Court of Appeals for the Third Circuit held in a case of first impression that the United States Securities and Exchange Commission’s (“SEC”) “Best Price Rule,” 17 C.F.R. 240.14d-10(a)(2), does not require the acquiring company in a tender offer to purchase tendered shares that are subject to self-imposed transfer restrictions. This decision establishes “common sense” limits on the scope of the Best Price Rule in tender offers.
Source: Third Circuit Holds that the “Best Price Rule” Does Not Apply to Tendered Shares Subject to Self-Imposed Transfer Restrictions