Which group must file a Schedule 14D-9?

The Schedule 14D-9 is a document that must be filed with the SEC by the target company once a tender offer is made for its securities. This filing serves a crucial purpose: it provides shareholders with information about the tender offer, including the company's views on the offer and the recommendation of its board of directors regarding the offer.

When a company is targeted in a tender offer, it is legally obligated to communicate with its shareholders about the implications of that offer, what actions it recommends they take, and any other relevant details. This requirement ensures that shareholders can make informed decisions regarding whether to accept or reject the tender offer.

The acquirer, shareholders, and the SEC do not file a Schedule 14D-9. The acquirer might be responsible for filing a Schedule TO that details the terms of the tender offer, but the target company’s filing of the Schedule 14D-9 is specifically mandated to convey the target's position in relation to that offer.