---
title: "Check a notice that changes the consideration or the percentage sought in a tender offer"
url: "https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/check-a-notice-that-varies-an-off-market-bid/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A2-TM20261022-19-US"
practice_area: "Mergers & Acquisitions / Private Equity"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Check a notice that changes the consideration or the percentage sought in a tender offer

> Against the lawyer's draft notice, record whether it states an increase or decrease in the percentage of the class being sought, the consideration offered, or the dealer's soliciting fee.…

Canonical page: https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/check-a-notice-that-varies-an-off-market-bid/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Mergers & Acquisitions / Private Equity](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| How AI is used | Against the lawyer's draft notice, record whether it states an increase or decrease in the percentage of the class being sought, the consideration offered, or the dealer's soliciting fee. Record the date the notice is first published, sent or given, and whether the offer remains open for at least ten business days from that date. Do not draft or file the notice. |
| What the lawyer must review | The lawyer applies Rule 14e-1(b). The offer must remain open for at least ten business days from the date notice of the increase or decrease is first published, sent or given to security holders. Acceptance for payment of an additional amount of securities not exceeding two percent of the class is not an increase. The percentage of the class is calculated in accordance with section 14(d)(3) of the Act. The lawyer also decides whether an extension notice under Rule 14e-1(d) is required. |
| Written for | United States |
| Applies to | [Check a notice that varies an off-market bid](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/check-a-notice-that-varies-an-off-market-bid.md) |

## Checking plan

- What the AI does: Against the lawyer's draft notice, record whether it states an increase or decrease in the percentage of the class being sought, the consideration offered, or the dealer's soliciting fee. Record the date the notice is first published, sent or given, and whether the offer remains open for at least ten business days from that date. Do not draft or file the notice.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- A change in consideration also has to satisfy the equal-treatment rule in Rule 14d-10. The ten-business-day period does not, by itself, make unequal consideration lawful.
- Section 14(d)(3), used to calculate the percentage of the class, was not opened. The lawyer reads it before applying the two percent proviso.

## Sources

- [17 C.F.R. § 240.14e-1, Unlawful tender offer practices](https://www.ecfr.gov/current/title-17/chapter-II/part-240/section-240.14e-1) (checked 2026-10-22)
- [17 C.F.R. § 240.14d-10, Equal treatment of security holders](https://www.ecfr.gov/current/title-17/chapter-II/part-240/section-240.14d-10) (checked 2026-10-22)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*