Tender Offer--Regulation 14D and Regulation 14E, Schedule 14D-9

Forms and Documents

Document Name	Status
SOP Adopting PRA Supporting Statement 3 1 11.docx Supporting Statement A	2011-03-01

IC Document Collections

IC ID	Document Title	Status
34354	Tender Offer--Regulation 14D and Regulation 14E, Schedule 14D-9	Modified

ICR Details

OMB Control No: 3235-0102	ICR Reference No: 201102-3235-027
Status: Historical Active	Previous ICR Reference No: 200804-3235-007
Agency/Subagency: SEC	Agency Tracking No: CF 270-114
Title: Tender Offer--Regulation 14D and Regulation 14E, Schedule 14D-9
Type of Information Collection: Revision of a currently approved collection	Common Form ICR:  No
Type of Review Request: Regular
OIRA Conclusion Action: Approved without change	Conclusion Date: 03/24/2011
	Date Received in OIRA: 03/03/2011
Terms of Clearance:

	Inventory as of this Action	Requested	Previously Approved
Expiration Date	03/31/2014	36 Months From Approved	07/31/2011
Responses	600	0	600
Time Burden (Hours)	39,085	0	38,700
Cost Burden (Dollars)	46,902,000	0	46,440,000

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Abstract: Regulation 14D and Regulation 14E and related Schedule 14D-9 requires information important to security holders in deciding how to respond to tender offers.

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Authorizing Statute(s): US Code: 15 USC 77c(b), 77f, 77g, 77j, 77s(a) Name of Law: Securities Act of 1933
   US Code: 15 USC 78m, 78n(a), 78n-1, 78w(a) Name of Law: Securities Exchange Act of 1934
   US Code: 15 USC 78mm Name of Law: Securities Exchange Act of 1934
  

Citations for New Statutory Requirements: PL: Pub.L. 111 - 203 951 Name of Law: Dodd-Frank Wall Street Reform and Consumer Protection

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Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
3235-AK68	Final or interim final rulemaking	76 FR 6010	02/02/2011

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Federal Register Notices & Comments

Did the Agency receive public comments on this ICR? Yes

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Number of Information Collection (IC) in this ICR: 1

IC Title	Form No.	Form Name
Tender Offer--Regulation 14D and Regulation 14E, Schedule 14D-9

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ICR Summary of Burden

	Total Approved	Previously Approved	Change Due to New Statute	Change Due to Agency Discretion	Change Due to Adjustment in Estimate	Change Due to Potential Violation of the PRA
Annual Number of Responses	600	600	0	0	0	0
Annual Time Burden (Hours)	39,085	38,700	385	0	0	0
Annual Cost Burden (Dollars)	46,902,000	46,440,000	462,000	0	0	0

Burden increases because of Program Change due to Agency Discretion: No

Burden Increase Due to:

Burden decreases because of Program Change due to Agency Discretion: No

Burden Reduction Due to:

Short Statement: We anticipate that the amendments will increase the burdens and costs for U.S. companies. The amendments will increase existing burdens by requiring companies to make additional disclosures of the following: • the shareholder say-on-pay votes and frequency and the general effect of such votes, such as whether the vote is non-binding; • whether and, if so, how companies have taken into account the results of shareholder advisory votes on executive compensation; • decision regarding how frequently it will conduct say-on-pay votes in light of the results of the shareholder vote on frequency; and • disclosure of golden parachute compensation arrangements in connection with mergers, acquisitions, tender offers and going-private transactions. With respect to reporting companies, portions of the new disclosure will be required in Schedules 14A, 14C, 14D-9, and 13E-3. Additional disclosure will also be required in Forms 10, 8-K, S-1, S-4, F-4, S-11 and N-2. With respect to Schedule 14D-9 we estimate an annual increase of 385 burden hours and an increase of $462,000 in cost burden.

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Annual Cost to Federal Government: $100,000

Does this IC contain surveys, censuses, or employ statistical methods? No

Is the Supporting Statement intended to be a Privacy Impact Assessment required by the E-Government Act of 2002? No

Is this ICR related to the Affordable Care Act [Pub. L. 111-148 & 111-152]? No

Is this ICR related to the Dodd-Frank Wall Street Reform and Consumer Protection Act, [Pub. L. 111-203]? Yes

Is this ICR related to the American Recovery and Reinvestment Act of 2009 (ARRA)? No

Is this ICR related to the Pandemic Response? Uncollected

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Common Form ICR:  No

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On behalf of this Federal agency, I certify that the collection of information encompassed by this request complies with 5 CFR 1320.9 and the related provisions of 5 CFR 1320.8(b)(3).

The following is a summary of the topics, regarding the proposed collection of information, that the certification covers:

(a) It is necessary for the proper performance of agency functions;

(b) It avoids unnecessary duplication;

(c) It reduces burden on small entities;

(d) It uses plain, coherent, and unambiguous language that is understandable to respondents;

(e) Its implementation will be consistent and compatible with current reporting and recordkeeping practices;

(f) It indicates the retention periods for recordkeeping requirements;

(g) It informs respondents of the information called for under 5 CFR 1320.8 (b)(3) about:

(i) Why the information is being collected;

(ii) Use of information;

(iii) Burden estimate;

(iv) Nature of response (voluntary, required for a benefit, or mandatory);

(v) Nature and extent of confidentiality; and

(vi) Need to display currently valid OMB control number;

(h) It was developed by an office that has planned and allocated resources for the efficient and effective management and use of the information to be collected.

(i) It uses effective and efficient statistical survey methodology (if applicable); and

(j) It makes appropriate use of information technology.

If you are unable to certify compliance with any of these provisions, identify the item by leaving the box unchecked and explain the reason in the Supporting Statement.

Certification Date: 03/03/2011

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