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Regulation M Exemptions Granted To Foreign Banks During Merger

The staff granted exemptions from Rules 101 and 102 of Regulation M that permitted two Italian banks to participate in certain day-to-day business operations during the distribution of one bank's shares to the shareholders of the other as part of a merger. The banks requested the relief because each would have been prohibited from conducting certain brokerage, insurance and investment management activities for its affiliates and shareholders located outside of the United States while the distribution was ongoing. The staff granted the relief based on the conditions that no transaction would be made to expedite the merger, that the banks and their affiliated companies would comply with certain information access, disclosure and recordkeeping requirements and that, with one excepted subsidiary, all transactions were to occur outside of the U.S.

Banca Intesa S.p.A. and Sanpaolo IMI S.p.A. (SEC) are reported at ¶79,411 and ¶79,412.