§ 1612 — Requirements for certain takeover bids

New York § 1612

• Jurisdiction: New York
• Law BSC: Business Corporation
• Art. 16: Security Takeover Disclosure Act

Text

§ 1612. Requirements for certain takeover bids.\n If the takeover bid is not subject to the requirements of section\n14(d) of the Securities Exchange Act of 1934, 15 U.S.C. § 78n(d), the\nfollowing additional requirements shall apply to the takeover bid:\n (a) The takeover bid shall be made on the same terms to all offerees\nholding the same class or series of securities.\n (b) The period of time within which equity securities may be deposited\npursuant to a takeover bid shall not be less than thirty business days.\n (c) Equity securities deposited pursuant to a takeover bid may be\nwithdrawn at any time until the expiration of thirty business days after\nthe commencement of the takeover bid and at any time after the\nexpiration of sixty-five days from the commencement of the takeover bid,\nif the shares have not been purchased, and until the expiration of ten\nbusiness days following the date of commencement of another offeror's\ntakeover bid for the same equity securities if the shares have not been\npurchased and if the bidder has received notice or otherwise has\nknowledge of the commencement of such takeover bid.\n (d) Where a takeover bid is made for less than all the outstanding\nequity securities of a class and where a greater number of such\nsecurities is deposited pursuant thereto than the offeror is bound or\nwilling to take up and pay for, the securities taken up and paid for by\nthe offeror shall be taken up and paid for as nearly as possible on a\npro rata basis, disregarding fractions, according to the number of\nsecurities deposited by each shareholder.\n (e) Where an offeror increases the consideration offered in a takeover\nbid, the offeror shall pay the increased consideration for all equity\nsecurities accepted, whether such securities have been accepted by the\nofferor before or after the increase in consideration.\n (f) (1) Within ten days of the filing of a registration statement as\nrequired by section sixteen hundred two of this article the attorney\ngeneral may schedule a public hearing or hearings or conduct such\ninvestigation as he deems necessary concerning any takeover bid for the\npurpose of determining compliance with the requirements of this article;\n (2) Any such hearing or investigation shall be declared by order of\nthe attorney general;\n (3) Any initial hearing shall commence within twenty days of the\nfiling of a registration statement.\n (g) In the event the attorney general shall schedule a public hearing\nor otherwise conduct an investigation pursuant to subdivision (f) of\nthis section, the attorney general may also, in his discretion, issue an\norder staying the offeror from purchasing or paying for any shares\ntendered in response to its takeover bid at any time prior to such\npurchasing or paying for shares tendered. Every person shall comply with\nevery such order.\n (h) In the event the attorney general shall issue a stay payment order\npursuant to subdivision (g) of this section, the attorney general shall,\nno later than thirty days from the issuance of such stay payment order,\nissue an order containing his findings of fact and conclusions of law.\n (i) Any stay payment order issued by the attorney general pursuant to\nsubdivision (g) of this section shall automatically expire within sixty\ndays from its issuance except where the attorney general has in his\norder containing findings of fact and conclusions of law conditioned the\npurchase and payment for shares tendered upon changes or modifications\nin the registration statement, in which event any stay payment order\nshall be vacated by the attorney general after he is satisfied that such\nchanges or modifications have been publicly disseminated to offerees.\n (j) The attorney general may apply, on notice to the offeror and the\ntarget company, to a court of competent jurisdiction, and such court may\ngrant an application, for good cause, to extend any of the time periods\nset forth in this section if an extension is necessary for the\nprotection of offerees.\n