All-Holders Rule (SEC Rule 14d-10)
The Formal Definition
A federal securities mandate under the Securities Exchange Act of 1934 requiring that any third-party tender offer must be made available to all holders of the target class of equity securities, with every shareholder receiving the identical highest consideration paid to any other holder.
Statutory Mandate: Consideration Offered to Shareholder_i = Highest Consideration Paid to Shareholder_j (Discriminatory Payouts Prohibited)
Cole Barrett's Reality Check
The Unvarnished Bottom Line"The All-Holders Rule is why corporate raiders can't make backroom deals to screw minority retail investors. In the bad old days, a corporate buyer would offer institutional insiders $50 a share to get voting control and leave retail investors with $25 scraps. Rule 14d-10 mandates that if a company makes a formal tender offer, everyone gets the same check at the highest price."
Interactive Simulator: Test the Math
Real-World Example: Scenario Breakdown
Examining the real numbers for: Hostile takeover tender offer for 100% of outstanding common shares in a public technology enterprise
| Execution Metric | Retail Common Shareholder (Rule 14d-10 Protected) | Dual-Class Non-Voting Shareholder (Exempt Class) |
|---|---|---|
| Fee / Rate | $0.00 tender fee | $0.00 tender fee |
| Spread / Buffer | Holding 500 shares; acquiring firm negotiated an elevated $42.00 buyout with founder | Held unlisted non-voting preferred shares outside the target tender class |
| Execution / Status | Rule 14d-10 automatically triggered equal consideration mandate across all classes | Acquiring entity structured offer strictly for Class A voting shares |
| Total Cost / Result | Protected from corporate governance payout discrimination | Denied premium buyout consideration due to share-class structuring |
How Brokers Weaponize This Term
Corporate acquirers engineer complex multi-class equity tender structures and side consulting arrangements to legally bypass the spirit of the All-Holders Rule, funneling excess merger value to insiders.
Broker Evaluation Matrix
Cole Approves
Interactive Brokers / Charles Schwab: Maintains dedicated corporate action settlement desks providing transparent tender-offer election tracking and legal entitlement auditing.
Read Audit →Cole Flags / Avoids
Fintech Mobile Apps: Frequently misses corporate tender-offer notification deadlines or charges arbitrary flat fees to participate in voluntary corporate actions.
View Trap Details →Frequently Asked Questions
What is the 'Best-Price Rule' within Rule 14d-10?
A specific provision requiring that the consideration paid to any security holder pursuant to a tender offer must be the highest consideration paid to any other security holder during that offer.
Does the All-Holders Rule apply to open-market share buybacks?
No. The rule applies strictly to formal third-party tender offers governed under Section 14(d) of the Exchange Act, not standard open-market corporate share repurchase programs.