Target's Response: Schedule 14D-9 and the Stop-Look-Listen Period
Chapters in this video
- 0:00 The 10-business-day clock: commencement, not filing date
- 1:37 Four acceptable board positions and the reasons requirement
- 2:55 Inside Schedule 14D-9 disclosures and material change updates
- 4:01 The stop-look-listen notice: placeholder, not deadline extension
- 5:04 Tender offer schedules compared: Schedule TO, 14D-9, TO-I, 13E-3
- 5:42 Rapid-fire exam recap
What this video covers
- Why the 10-business-day response clock runs from commencement (publication to shareholders), not from the bidder's Schedule TO filing with the Securities and Exchange Commission (SEC)
- The four legally permissible board positions (recommend acceptance, recommend rejection, neutral, unable to take a position) and the universal requirement to state reasons
- Why silence is prohibited: neutral and unable-to-take-a-position are compliant, but ghosting the offer violates the rule
- What Schedule 14D-9 (Solicitation/Recommendation Statement) must contain: reasons, fairness opinions, conflicts of interest, tender intent of insiders, and material events
- How the stop-look-listen notice operates as a placeholder that buys time within the 10-business-day window without extending the final deadline
- Why any actual board recommendation must be filed publicly on Schedule 14D-9, with no back-channel or informal shareholder communications allowed
- The prompt disclosure obligation when a material change occurs in the board's previously stated position
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