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This document contains comments and requests from the SEC regarding the Schedule 13E-3 filing by China Executive Education Corp., addressing various aspects of the transaction and seeking additional
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How to fill out schedule 13e-3 - sec
How to fill out Schedule 13E-3
01
Gather required information about the company and its shareholders.
02
Determine the type of transaction that necessitates filing Schedule 13E-3.
03
Complete the top section with the issuer's name and address.
04
Provide a description of the transaction in detail.
05
Indicate the class of securities affected and the estimated value.
06
Fill out the sections regarding the purpose of the transaction.
07
Include information on the terms of the offer and any related disclosures.
08
Review for completeness and accuracy.
09
Submit the completed Schedule 13E-3 to the appropriate regulatory body.
Who needs Schedule 13E-3?
01
Any issuer planning a going-private transaction.
02
Companies with a class of equity securities that are not listed on a national exchange.
03
Entities involved in mergers or acquisitions that can affect the equity securities of a company.
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People Also Ask about
What is a 13 E3 transaction?
Rule 13e-3 defines a going private transaction as any one or a series of transactions (involving a securities purchase, tender offer, or specified proxy solicitation) by an issuer or an affiliate of the issuer, which has a reasonable likelihood or purpose of directly or indirectly (i) causing any registered class of
What is the 13 D rule?
When a person or group of persons acquires beneficial ownership of more than five percent of a voting class of a company's equity securities registered under the Securities Exchange Act, they are required to file a Schedule 13D with the SEC.
What is 13e?
Private Equity Rule 13e-3 applies to an acquisition of a public company by a controlling stockholder or other affiliate of the company, or an acquisition of a public company by a financial buyer that raises potential conflicts of interests. Extensive disclosures are required under Rule 13e-3.
What is a 13e-3 transaction?
Note that, under Rule 13e-3(f)(1)(i), the Schedule 13E-3 disclosure must be provided to stockholders no later than 20 days before the purchase of shares, stockholder vote, or other corporate action. The rule thus imposes an effective 20-day waiting period on consummating a going private transaction.
What is the 13e-3 review?
Rule 13e-3 of the Securities Exchange Act of 1934 (the Exchange Act) imposes detailed disclosure obligations on potential bidders. It also requires disclosures to be made to stockholders at least 20 calendar days in advance of completing a take private transaction.
What are the disclosure requirements for 13e3?
Private Equity Rule 13e-3 applies to an acquisition of a public company by a controlling stockholder or other affiliate of the company, or an acquisition of a public company by a financial buyer that raises potential conflicts of interests. Extensive disclosures are required under Rule 13e-3.
What is 13e-3 sec filing?
Understanding SEC Schedule 13E-3 A company must file Schedule 13E-3 in the event that it becomes private and has securities registered under Section 12 of the Securities Exchange Act of 1934; technically, it is applying to go private under rule 13e-3 of the Securities Exchange Act.
What is the 13e-3 review?
Rule 13e-3 of the Securities Exchange Act of 1934 (the Exchange Act) imposes detailed disclosure obligations on potential bidders. It also requires disclosures to be made to stockholders at least 20 calendar days in advance of completing a take private transaction.
Who files Schedule 13e-3?
A company must file Schedule 13E-3 in the event that it becomes private and has securities registered under Section 12 of the Securities Exchange Act of 1934; technically, it is applying to go private under rule 13e-3 of the Securities Exchange Act.
What is the waiting period for 13e-3?
Under this item, the filer must disclose (1) the purposes of the Rule 13e-3 transaction; (2) alternatives that were considered and why they were rejected; (3) the reasons for adopting the planned structure; (4) the reasons for the proposed timing (i.e., why was the transaction not considered earlier or being deferred
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What is Schedule 13E-3?
Schedule 13E-3 is a form required by the U.S. Securities and Exchange Commission (SEC) that is used to disclose information about going-private transactions involving a reporting company.
Who is required to file Schedule 13E-3?
Any company that is planning to become a private entity and is subject to the reporting requirements of the SEC must file Schedule 13E-3.
How to fill out Schedule 13E-3?
To fill out Schedule 13E-3, companies need to provide detailed information about the going-private transaction, including the background of the transaction, its purposes, and the financial condition of the company involved.
What is the purpose of Schedule 13E-3?
The purpose of Schedule 13E-3 is to ensure that all material information related to a going-private transaction is disclosed to shareholders and the SEC, allowing for informed decision-making.
What information must be reported on Schedule 13E-3?
Information required on Schedule 13E-3 includes details about the transaction, information on the company's financial conditions, a description of the consideration to be received by shareholders, and any plans for the future of the company post-transaction.
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