---
title: "Check tender-offer consideration against the highest consideration paid in the offer"
url: "https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/check-bid-consideration-against-purchases-in-the-previous-four-months/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A2-TM20261022-2-US"
practice_area: "Mergers & Acquisitions / Private Equity"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Check tender-offer consideration against the highest consideration paid in the offer

> 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…

Canonical page: https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/check-bid-consideration-against-purchases-in-the-previous-four-months/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 | 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 | United States |
| Applies to | [Check bid consideration against purchases in the previous four months](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/check-bid-consideration-against-purchases-in-the-previous-four-months.md) |

## Checking plan

- What the AI does: 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.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- The comparison is inside the tender offer. Do not build a four-month purchase schedule unless another rule the lawyer opens requires it.
- Paragraph (d) deals with employment compensation, severance and other employee benefit arrangements. The lawyer decides whether a payment is inside that paragraph before treating it as consideration.

## Sources

- [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)
- [ABA Model Rule 1.1, Comment 8](https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_1_competence/comment_on_rule_1_1/) (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.*