Definition
Regulation 14D is the body of SEC rules implementing §14(d) of the Exchange Act — the section governing third-party tender offers for equity securities of public companies. Reg 14D covers filings, disclosure, the all-holders rule, the best-price rule, and many of the procedural mechanics.
Key rules within Reg 14D
- Rule 14d-1 — Scope and definitions
- Rule 14d-2 — Commencement of a tender offer
- Rule 14d-3 — Filing and transmission of Schedule TO
- Rule 14d-7 — Withdrawal rights throughout the offer period
- Rule 14d-8 — Pro-rata acceptance in partial offers
- Rule 14d-9 — Solicitation/recommendation by the target (Schedule 14D-9)
- Rule 14d-10 — All-holders / best-price rule
- Rule 14d-11 — Subsequent offering period
Why it matters
Reg 14D is the operational rulebook for any U.S. third-party tender offer for a public company. Bidder counsel maps every action against these rules to maintain compliance.
Distinction
Regulation 14E applies to all tender offers (third-party AND issuer, public AND in some cases private) and addresses anti-fraud and procedural minimums (notably the 20-business-day window).