1. The Laws of New York
  2. Consolidated Laws
  3. Business Corporation
  4. Article 16: Security Takeover Disclosure Act


Section 1612 Requirements for certain takeover bids

Business Corporation (BSC)

  If the takeover bid is not subject to the requirements of section 14(d) of the Securities Exchange Act of 1934, 15 U.S.C. § 78n(d), the following additional requirements shall apply to the takeover bid:

  (a) The takeover bid shall be made on the same terms to all offerees holding the same class or series of securities.

  (b) The period of time within which equity securities may be deposited pursuant to a takeover bid shall not be less than thirty business days.

  (c) Equity securities deposited pursuant to a takeover bid may be withdrawn at any time until the expiration of thirty business days after the commencement of the takeover bid and at any time after the expiration of sixty-five days from the commencement of the takeover bid, if the shares have not been purchased, and until the expiration of ten business days following the date of commencement of another offeror's takeover bid for the same equity securities if the shares have not been purchased and if the bidder has received notice or otherwise has knowledge of the commencement of such takeover bid.

  (d) Where a takeover bid is made for less than all the outstanding equity securities of a class and where a greater number of such securities is deposited pursuant thereto than the offeror is bound or willing to take up and pay for, the securities taken up and paid for by the offeror shall be taken up and paid for as nearly as possible on a pro rata basis, disregarding fractions, according to the number of securities deposited by each shareholder.

  (e) Where an offeror increases the consideration offered in a takeover bid, the offeror shall pay the increased consideration for all equity securities accepted, whether such securities have been accepted by the offeror before or after the increase in consideration.

  (f) (1) Within ten days of the filing of a registration statement as required by section sixteen hundred two of this article the attorney general may schedule a public hearing or hearings or conduct such investigation as he deems necessary concerning any takeover bid for the purpose of determining compliance with the requirements of this article;

  (2) Any such hearing or investigation shall be declared by order of the attorney general;

  (3) Any initial hearing shall commence within twenty days of the filing of a registration statement.

  (g) In the event the attorney general shall schedule a public hearing or otherwise conduct an investigation pursuant to subdivision (f) of this section, the attorney general may also, in his discretion, issue an order staying the offeror from purchasing or paying for any shares tendered in response to its takeover bid at any time prior to such purchasing or paying for shares tendered. Every person shall comply with every such order.

  (h) In the event the attorney general shall issue a stay payment order pursuant to subdivision (g) of this section, the attorney general shall, no later than thirty days from the issuance of such stay payment order, issue an order containing his findings of fact and conclusions of law.

  (i) Any stay payment order issued by the attorney general pursuant to subdivision (g) of this section shall automatically expire within sixty days from its issuance except where the attorney general has in his order containing findings of fact and conclusions of law conditioned the purchase and payment for shares tendered upon changes or modifications in the registration statement, in which event any stay payment order shall be vacated by the attorney general after he is satisfied that such changes or modifications have been publicly disseminated to offerees.

  (j) The attorney general may apply, on notice to the offeror and the target company, to a court of competent jurisdiction, and such court may grant an application, for good cause, to extend any of the time periods set forth in this section if an extension is necessary for the protection of offerees.