80B.01 DEFINITIONS. Subdivision 1. Scope. When used in sections 80B.01 to 80B.13, unless the context otherwise requires, the following words shall have the meanings herein ascribed to them. Subd. 2. Affiliate. “Affiliate” of a person means any person controlling, controlled by, or under common control with such person. Subd. 3. Associate. “Associate” of a person […]
80B.03 REGISTRATION OF TAKEOVER OFFERS. Subdivision 1. Effective offer required; filing and delivery of offer. It is unlawful for any person to make a takeover offer or to acquire any equity securities pursuant to the offer, unless the offer is effective under sections 80B.01 to 80B.13. A takeover offer is effective when the offeror files […]
80B.04 FILING OF SOLICITATION MATERIALS. Copies of all advertisements, circulars, letters or other materials published by the offeror or the target company, soliciting or requesting the acceptance or rejection of the takeover offer, shall be filed with the commissioner and sent to the target company or offeror, respectively, not later than the time copies of […]
80B.05 FRAUDULENT AND DECEPTIVE PRACTICES. It is unlawful for any offeror or target company or any controlling person of an offeror or target company or any broker-dealer acting on behalf of an offeror or target company to engage in any fraudulent, deceptive or manipulative acts or practices in connection with a takeover offer. Fraudulent, deceptive […]
80B.06 LIMITATIONS ON OFFERORS. Subdivision 1. Uniformity of terms. No offeror may make a takeover offer which is not made to stockholders in this state on substantially the same terms as the offer is made to stockholders outside this state. Subd. 2. Right to withdraw equity securities. An offeror shall provide that any equity securities […]
80B.07 ADMINISTRATION, RULES AND ORDERS. Subdivision 1. Commissioner’s powers generally. In administering the provisions of sections 80B.01 to 80B.13, the commissioner may exercise all powers granted under chapter 80A, which are not inconsistent with sections 80B.01 to 80B.13. Subd. 2. Rulemaking. The commissioner may make and adopt such rules and forms as are necessary to […]
80B.08 FEES AND EXPENSES. The commissioner shall charge a filing fee of $250 for a registration statement filed by an offeror. History: 1973 c 331 s 8; 1984 c 488 s 12
80B.09 INJUNCTIONS. Whenever it appears to the commissioner that any person, including a controlling person of an offeror or target company, has engaged or is about to engage in any act or practice constituting a violation of sections 80B.01 to 80B.13 or any rule or order hereunder, the commissioner (1) may issue and cause to […]
80B.10 PENALTIES. Subdivision 1. Civil and criminal penalties. Any person, including a controlling person of an offeror or target company, who willfully violates any provision of sections 80B.01 to 80B.13 or any rule thereunder, or any order of the commissioner of which this person has notice, may be fined not more than $25,000 or imprisoned […]
80B.11 CIVIL LIABILITIES. Subdivision 1. Private remedy. Any offeror who purchases a security in connection with a takeover offer in violation of sections 80B.01 to 80B.13 shall be liable to the person selling the security to the offeror who may sue either at law or in equity. In an action for rescission the seller shall […]
80B.12 APPLICATION OF CORPORATE TAKEOVER LAW. Subdivision 1. [Repealed, 1984 c 488 s 19] Subd. 2. Nonapplication to certain utilities and financial institutions. If the target company is a public utility, public utility holding company, national banking association, bank holding company or savings association subject to regulation by a federal agency and the takeover of […]
80B.13 APPLICATION OF SECURITIES LAW. All of the provisions of chapter 80A, which are not in conflict with sections 80B.01 to 80B.13 shall apply to any takeover offer involving a target company in this state. History: 1973 c 331 s 13; 1974 c 406 s 100
