Series 79: Recommendation Of Solicitation By The Subject Company And Others (Rule 14d-9)

Recommendation of Solicitation by the Subject Company and Others (Rule 14d-9)

Rule 14d-9 prohibits certain persons from making a solicitation or recommendation concerning a tender offer unless it complies with the rule’s requirements. The rule applies to (1) the target company, including its management or affiliates; (2) any shareholders of the target company, the bidder, or an affiliate of either; and (3) any person acting on behalf of any of the foregoing, or on behalf of the bidder. The rule does not apply to the bidder, provided the bidder has properly filed a Schedule TO, or to attorneys, banks, investment advisors, or other professional advisors who are not participating directly in the tender offer and who are providing information and advice upon the unsolicited request of a customer or customer.

It may seem odd and unfair to bar a target company and its shareholders from expressing an opinion about a tender offer. Fortuna