§ 17-18-113 — Hearing; order of secretary of state prohibiting or conditioning purchase

Wyoming § 17-18-113

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 18: WYOMING MANAGEMENT STABILITY ACT
• Art. 1: GENERAL PROVISIONS

Text

(a) Whenever it appears to the secretary of state that any
person has acted or is about to act in a manner constituting a
violation of any provision of this act or any rule or regulation
adopted pursuant to this act, the secretary of state shall call
a hearing to investigate the matter. Any interested person may
petition the secretary of state for a hearing if that person
reasonably believes a violation of W.S. 17-18-105 through
17-18-111 has or is about to occur, or for purposes of W.S.
17-18-111(b).
(b) At least five (5) days notice that a hearing will be
held under this section shall be given to the target company,
the offeror, and other persons as the secretary of state may
designate.
(c) The expenses, including the cost of transcripts and
all expenses of the state, of all hearings held under this
section shall be borne by the offeror. As security for the
payment of these expenses, the offeror shall file with the
secretary of state an acceptable bond or other deposit in an
amount to be determined by the secretary of state.
(d) The target company, the offeror, any offeree, and any
other person whose interests may be affected have the right to
appear at any hearing held pursuant to this section, and to
become a party to the proceeding. Any person appearing at or
party to the hearing has the rights granted in the Wyoming
Administrative Procedure Act.
(e) If the secretary of state finds by a preponderance of
the evidence that the takeover statement fails to provide full
and fair disclosure to the offerees of all material information
concerning the takeover offer or that the takeover offer is not
made to all offerees of the same class of equity securities of
the target company on substantially equivalent terms, he shall
by order prohibit the purchase of shares tendered in response to
the takeover offer or condition purchase upon changes or
modifications.
(f) In the case of a takeover offer subject to the
approval of the insurance commissioner, the offeror within five
(5) days after the statement is filed shall mail a notice to all
offerees of the target company advising them of the general
terms and conditions of the takeover offer and the date of the
hearing at which they may appear. No shares shall be contracted
for, purchased or paid for until after approval by both the
secretary of state and the insurance commissioner. All expenses
of notifying the offerees shall be paid by the offeror.