Vanderbilt Law Review


David J. White

First Page



This Recent Development first considers the problems that gave rise to the adoption of revised rule 14d-8, the rationale that three members of the Commission articulated in support of the rule,' and the rationale of the two members who opposed it. The Recent Development then examines two judicial decisions, one that considers the validity of the current tender offer practices under the Williams Act and rule 14d-8'8 and another that analyzes the rule making authority of the SEC under sections 14(e) and 23(a) of the Exchange Act. Relying primarily upon congressional hearings and debates,' the Recent Development next discusses the stated congressional purposes underlying both section 14(d)(6)of the Exchange Act and the SEC's rule making authority under section 14(e). In light of this legislative history, the cases addressing multiple pro ration pools, and the Commission's rule making function, this Recent Development concludes that the SEC exceeded its rule making authority by promulgating revised rule 14d-8.22 The Recent Development advocates the presentation to Congress of the competing concerns that the debate over revised rule 14d-8 reflects and recommends congressional consideration and action. In addition, the Recent Development urges the Commission to follow a more cautious approach in its rule making activities to avoid endangering the flexibility necessary for effective securities regulation.