---
title: "Check the subject company's statement against Schedule 14D-9 and the ten-business-day position"
url: "https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/check-a-target-s-statement-against-the-mandatory-contents/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A2-TM20261022-7-US"
practice_area: "Mergers & Acquisitions / Private Equity"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Check the subject company's statement against Schedule 14D-9 and the ten-business-day position

> Against Rule 14e-2, list whether the draft discloses that the subject company recommends acceptance or rejection, expresses no opinion and is remaining neutral, or is unable to take a position, and whether it states…

Canonical page: https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/check-a-target-s-statement-against-the-mandatory-contents/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 Rule 14e-2, list whether the draft discloses that the subject company recommends acceptance or rejection, expresses no opinion and is remaining neutral, or is unable to take a position, and whether it states the reasons. Against Rule 14d-9(d), list whether the draft includes the name of the person making the solicitation or recommendation and the information required by Items 1 through 8 of Schedule 14D-9, or a fair and adequate summary. Do not write the statement. |
| What the lawyer must review | The lawyer decides what these rules require in this offer. Rule 14e-2 requires the subject company, no later than 10 business days from the date the tender offer is first published or sent or given, to publish, send or give security holders that position, with the reasons. Rule 14d-9(b) requires a person described in paragraph (e) who solicits or recommends after commencement to file a Schedule 14D-9 as soon as practicable on the date the solicitation or recommendation is first published, sent or given. If that person is the subject company or an affiliate, paragraph (b)(2) adds delivery to the bidder. A material change is amended under Rule 14d-9(c). |
| Written for | United States |
| Applies to | [Check a target's statement against the mandatory contents](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/check-a-target-s-statement-against-the-mandatory-contents.md) |

## Checking plan

- What the AI does: Against Rule 14e-2, list whether the draft discloses that the subject company recommends acceptance or rejection, expresses no opinion and is remaining neutral, or is unable to take a position, and whether it states the reasons. Against Rule 14d-9(d), list whether the draft includes the name of the person making the solicitation or recommendation and the information required by Items 1 through 8 of Schedule 14D-9, or a fair and adequate summary. Do not write the statement.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Items 1 through 8 of Schedule 14D-9 were not opened as a separate form. The lawyer reads the current items before treating the summary as complete.
- The delivery limb in Rule 14d-9(b)(2) still names the NASD on the page opened. The lawyer uses the current addressee before anything is sent.

## Sources

- [17 C.F.R. § 240.14e-2, Position of subject company](https://www.ecfr.gov/current/title-17/chapter-II/part-240/section-240.14e-2) (checked 2026-10-22)
- [17 C.F.R. § 240.14d-9, Recommendation or solicitation by the subject company and others](https://www.ecfr.gov/current/title-17/chapter-II/part-240/section-240.14d-9) (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.*