Check tender-offer consideration against the highest consideration paid in the offer
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- From the purchase list the lawyer supplies, set out each payment the lawyer marks as consideration paid to a security holder for securities tendered in the tender offer, the security, the date and the form of consideration. Compare the consideration offered with the highest consideration on that list. Do not use a four-month look-back, and do not value non-cash consideration.
- What the lawyer must review
- The lawyer applies Rule 14d-10(a)(2): the consideration paid to any security holder for securities tendered in the tender offer is the highest consideration paid to any other security holder for securities tendered in the tender offer. Paragraph (c) allows more than one type of consideration if security holders have an equal right to elect among each type and the highest consideration of each type is paid to any other security holder receiving that type. The lawyer decides which payments are consideration for securities tendered. The rule does not run the comparison over the four months before the offer.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Potential support includes identifying points for review. Confirm the tool’s capability and permitted scope. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Trace every relied-on figure to its source, confirm dates and assumptions, and independently recalculate totals or derived amounts.
- Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
- Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.