§ 36b-44 — (Formerly Sec. 36-460). Effective date of tender offer. Exceptions. Hearing by commissioner.

Connecticut § 36b-44

• Jurisdiction: Connecticut
• Title 36b: Connecticut Securities Law and Business Opportunity Investment Act
• Ch. 672b: The Connecticut Tender Offer Act

Text

(a) A tender offer automatically becomes effective upon the commencement of such tender offer under Section 14(d) of the Securities Exchange Act of 1934, as amended, 15 USC 78n(d), or, if registration is made by the filing of a registration statement with the commissioner pursuant to subsection (a) of section 36b-43, ten days after the date of filing the registration statement with the commissioner unless delayed by order or unless prior thereto the commissioner schedules a hearing with respect to the offer. In the case of a registration statement filed pursuant to subsection (a) of section 36b-43, the commissioner may schedule a hearing if he deems it necessary or appropriate for the protection of offerees, employees or creditors of the target company or for the protection of any other significant interest of any person in this state. The commissioner also may schedule a hearing if he deems it necessary or appropriate for the protection of offerees in this state upon request by the target company, acting through its board of directors, or by signed petition of persons owning in the aggregate ten per cent of the outstanding equity securities of the class involved in the tender offer. If a hearing is called, in the case of a registration statement filed pursuant to subsection (a) of section 36b-43, the purchase of any equity security pursuant to a tender offer shall not become effective until registered by order of the commissioner. Registration is not to be deemed approval of the offer by the commissioner and no representation to the contrary shall be made. (b) In the event that the commissioner is requested to hold a hearing by the target company, acting through its board of directors, and the commissioner determines not to hold such a hearing, he shall provide a statement in writing of his reasons for such determination.

Legislative History

(P.A. 76-362, S. 5, 14; P.A. 81-121, S. 4, 9; P.A. 82-126, S. 1, 2.) History: Sec. 36-347e transferred to Sec. 36-460 in 1979; P.A. 81-121 provided that a tender offer made under federal law is automatically effective and, if registration is made by filing a registration statement, a tender offer is effective ten days after filing, provided the commissioner may schedule a hearing for the protection of employees or creditors of the target company or any other significant interest of any person, replaced the target company's right to a hearing upon request with the provision that the commissioner may schedule a hearing if he deems it necessary or appropriate for the protection of offerees, and added Subsec. (b) providing that if the commissioner declines to hold a hearing after a request by the target company he shall explain his reasons therefor in writing; P.A. 82-126 made a technical change to Subsec. (a) by deleting an incorrect statutory reference; Sec. 36-460 transferred to Sec. 36b-44 in 1995.