---
title: "Check whether a bidder's withdrawal of a tender offer requires a regulator's consent"
url: "https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/check-whether-unaccepted-offers-can-be-withdrawn/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A2-TM20261022-11-US"
practice_area: "Mergers & Acquisitions / Private Equity"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Check whether a bidder's withdrawal of a tender offer requires a regulator's consent

> Record whether the lawyer has marked the tender offer as withdrawn or terminated, and whether the consideration has been paid or the deposited securities returned. Do not draft a request for a regulator's consent.

Canonical page: https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/check-whether-unaccepted-offers-can-be-withdrawn/united-states  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| How AI is used | Record whether the lawyer has marked the tender offer as withdrawn or terminated, and whether the consideration has been paid or the deposited securities returned. Do not draft a request for a regulator's consent. |
| What the lawyer must review | The lawyer applies Rule 14e-1(c). A person who makes a tender offer shall not fail to pay the consideration offered, or to return the securities deposited by or on behalf of security holders, promptly after the termination or withdrawal of the tender offer. The rule does not condition withdrawal on a written consent from the Commission. The lawyer decides whether the offer terms permit the withdrawal. Paragraph (c) does not prohibit a bidder who elects a subsequent offering period under Rule 14d-11 from paying during that period in accordance with that section. Rule 14d-11 was not opened. |
| Written for | United States |
| Applies to | [Check whether unaccepted offers can be withdrawn](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/check-whether-unaccepted-offers-can-be-withdrawn.md) |

## Checking plan

- What the AI does: Record whether the lawyer has marked the tender offer as withdrawn or terminated, and whether the consideration has been paid or the deposited securities returned. Do not draft a request for a regulator's consent.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Rule 14e-1(c) assumes a tender offer may be withdrawn and then requires prompt payment or return. It is not a consent gate.
- Holders' withdrawal rights under Rule 14d-7 are a different question from the bidder's withdrawal of the offer.

## 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-7, Withdrawal rights](https://www.ecfr.gov/current/title-17/chapter-II/part-240/section-240.14d-7) (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.*