SEC drafts stricter rules to protect minority owners

After several corporate governance experts raised a howl about the heavily discounted tender price offers, the corporate regulator released draft rules that aim to protect minority shareholders. The guidelines mandate owners gaining over 51% of a listed firm must offer a price that is supported by a “fairness opinion provided by an independent financial advisor or equivalent third party.” Several public companies delisting from the stock market or parties acquiring a firm for backdoor listing have been offering prices that led small investors snub it. These include those offered by San Miguel Properties, Puregold owner Lucio Co. for Mariwasa SIAM Holdings shareholders, Razon group for the owners of listed hotel and casino firm Active Alliance Inc., and Macau casino operator Melco Crown to Manchester International Holdings’ minority shareholders.


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