Connecticut § 36b-42 (Formerly Sec. 36-458). Tender offers prohibited. Exceptions. Filing and delivery of registration statement or Schedule 14D-1.

Connecticut Statutes

§ 36b-42 — (Formerly Sec. 36-458). Tender offers prohibited. Exceptions. Filing and delivery of registration statement or Schedule 14D-1.

Connecticut § 36b-42

Title 36bConnecticut Securities Law and Business Opportunity Investment Act

Ch. 672bThe Connecticut Tender Offer Act

This text of Connecticut § 36b-42 ((Formerly Sec. 36-458). Tender offers prohibited. Exceptions. Filing and delivery of registration statement or Schedule 14D-1.) is published on Counsel Stack Legal Research, covering Connecticut primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Conn. Gen. Stat. § 36b-42 (2026).

Text

No person shall make a tender offer involving a target company in this state, or purchase any equity securities of a target company pursuant to such offer, unless the offer is effective under sections 36b-40 to 36b-52, inclusive, or is exempted by the commissioner. Before a tender offer becomes effective under said sections, the offeror shall file with the commissioner a registration statement containing the information prescribed in subsection (a) of section 36b-43, or, if applicable, a Schedule 14D-1 as prescribed in subsection (b) of section 36b-43, and not later than the date of filing the registration statement or Schedule 14D-1 shall deliver a copy of the registration statement or Schedule 14D-1, provided such Schedule 14D-1 contains all the information required by subsection (a) of 

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No person shall make a tender offer involving a target company in this state, or purchase any equity securities of a target company pursuant to such offer, unless the offer is effective under sections 36b-40 to 36b-52, inclusive, or is exempted by the commissioner. Before a tender offer becomes effective under said sections, the offeror shall file with the commissioner a registration statement containing the information prescribed in subsection (a) of section 36b-43, or, if applicable, a Schedule 14D-1 as prescribed in subsection (b) of section 36b-43, and not later than the date of filing the registration statement or Schedule 14D-1 shall deliver a copy of the registration statement or Schedule 14D-1, provided such Schedule 14D-1 contains all the information required by subsection (a) of section 36b-43, to the target company at its principal executive offices and publicly disclose the material terms of the proposed offer.

Legislative History

(P.A. 76-362, S. 3, 14; P.A. 81-121, S. 2, 9.) History: Sec. 36-347c transferred to Sec. 36-458 in 1979; P.A. 81-121 replaced “acquire” any equity securities with “purchase” any equity securities, provided that an offeror may file a Schedule 14D-1 in lieu of a registration statement if applicable and replaced the requirement that the offeror send by certified or registered mail a copy of the registration statement to the target company with the requirement that the offeror deliver a copy of the registration statement or Schedule 14D-1 to the target company; Sec. 36-458 transferred to Sec. 36b-42 in 1995.