View Information Collection Request (ICR) Package

OMB Control No: 3235-0102	ICR Reference No: 201012-3235-016
Status: Historical Inactive	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: Comment filed on proposed rule and continue	Conclusion Date: 02/16/2011
	Date Received in OIRA: 12/16/2010
Terms of Clearance: Pursuant to 5 CFR 1320.11(c), OMB files this comment on this information collection request (ICR). In accordance with 5 CFR 1320, OMB is withholding approval at this time. The agency shall examine public comment in response to the NPRM and will include in the supporting statement of the next ICR--to be submitted to OMB at the final rule stage--a description of how the agency has responded to any public comments on the ICR, including comments on maximizing the practical utility of the collection and minimizing the burden.

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

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.

Authorizing Statute(s): US Code: 15 USC 77c(A), 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 Portection Act

Associated Rulemaking Information
RIN:	Stage of Rulemaking:	Federal Register Citation:	Date:
3235-AK68	Proposed rulemaking	75 FR 66590	10/28/2010

Federal Register Notices & Comments
Did the Agency receive public comments on this ICR? No

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

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, TO and 13E-3. Additional disclosure will also be required in Forms 10, 10-K, 10-Q, S-1, S-4, F-4, S-11 and N-2. With respect to Schedule 14D-9 we estimate an annual increase of 1,540 burden hours and $462,000 in costs.

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

Agency Contact: Scott Hodgdon 202 551-3273

View ICR - OIRA Conclusion