Definitions for "ALL HOLDERS RULE"
Unless a bidder receives a determination from the SEC to the contrary, TENDER OFFERS must treat security holders equally; that is, tender offers must be open to all security holders of the class of securities sought by the bidder, and the consideration paid to any one security holder must be the highest consideration paid to any other security holder. Rule 14d10(a)(1) and (2). Thus, the ALL HOLDERS RULE prohibits discriminatory tender offers; SEC staff believe it also prevents BACK-END PLANS.