SEC Opens Hearing on Revised Takeover Standards to Enhance Transparency and Reduce Private Sector Burden
The SEC opened hearings on revised takeover acquisition guidelines designed to enhance investor transparency and reduce compliance burdens for private companies under Section 258 regulations.
On May 11, 2025, the Securities and Exchange Commission (SEC) opened a public hearing on proposed enhancements to takeover acquisition guidelines to improve clarity and alignment with current market conditions. The revisions are designed to give shareholders and investors more adequate information for decision-making while reducing regulatory burdens and obstacles for private enterprises.
The SEC is currently refining guidelines on mandatory takeover bids when acquiring company shares directly or controlling entities under Section 258, exemptions from general takeover obligations, bid pricing determinations, bidder obligations and conditions, and partial tender offers. The SEC has already solicited public comments on these core principles.
During the refinement process, the SEC identified areas that lacked clarity and could affect practical application. The Capital Market Supervisory Board has approved these additional improvements, and the SEC now invites further public input to ensure the guidelines are comprehensive, current, and support better investor decision-making while easing private sector compliance.
Key improvements include: (1) Requiring Form 247-3 disclosures for conditional public announcements of takeover intentions, with updates to provide companies, shareholders, and investors formal reports on binding conditions before tender offers, while exempting Form 247-3 for delisting tender offers to reduce private sector burden; (2) Clarifying conditions for partial tender offer exemptions regarding share calculations for convertible securities and shareholder vote counting; and (3) Setting 7-business-day deadlines to reduce shareholding proportions and 3-business-day reporting deadlines for Form 246-2 in takeover exemption cases.
Documentation for public comment is available on the SEC website at https://www.sec.or.th/TH/Pages/PB_Detail.aspx?SECID=1160 and the central legal system at https://law.go.th/listening.
