§ 26.1-06-08 — Civil liabilities

North Dakota § 26.1-06-08

• Jurisdiction: North Dakota
• Title 26.1: Insurance
• Ch. 26.1-06: Takeover Bids for Domestic Companies

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1. Any offeror who makes a takeover bid which does not comply with this chapter, or
makes a takeover bid by means of an untrue statement of a material fact or any
omission to state a material fact necessary in order to make the statement made, in

the light of the circumstances under which they were made, not misleading (the offeree
not knowing of such untruth or omission), and who does not sustain the burden of
proof that the offeror did not know, and in the exercise of reasonable care could not
have known, of the untruth or omission, is liable to any offeree whose shares are taken
up pursuant to the takeover bid who may sue to recover the shares, together with all
dividends received thereon, costs, and reasonable attorney's fees, upon the tender of
the consideration received from the offeror, or may sue for the substantial equivalent in
damages if the offeror no longer owns the shares.
2. Every person who materially participates or aids in a takeover bid made by an offeror
liable under subsection 1, or who directly or indirectly controls any offeror so liable, is
also liable jointly and severally with and to the same extent as the offeror so liable,
unless the person who so participates, aids, or controls, sustains the burden of proof
that the person did not know, and in the exercise of reasonable care could not have
known, of the existence of facts by reason of which the liability is alleged to exist. The
contribution is as in cases of contract among the several persons so liable.
3. Any tender specified in this section may be made at any time before entry of judgment.
4. No suit may be maintained to enforce any liability created under this section unless
brought within two years after the transaction upon which it is based; provided, that if
any person liable by reason of subsections 1 and 3 makes a written offer, before suit is
brought, to return the shares taken up pursuant to the takeover bid, together with all
dividends received thereon, upon the tender of the consideration received from the
offeror, or to pay damages if the offeror no longer owns the shares, no offeree may
maintain a suit under this section who has refused or failed to accept the offer within
thirty days of its receipt.
5. Any condition, stipulation, or provision binding any offeree to waive compliance with
this chapter or of any rule or order pursuant to this chapter is void.
6. The rights and remedies provided by this chapter are in addition to any and all other
rights and remedies that may exist at law or in equity.