Section 421-A:1 – Short Title.
421-A:1 Short Title. – This chapter shall be known as the Security Takeover Disclosure Act. Source. 1977, 20:1, eff. Mar. 25, 1977.
Section 421-A:10 – Designation of Secretary of State for Service.
421-A:10 Designation of Secretary of State for Service. – I. Every nonresident offeror, except a foreign corporation which has appointed and keeps a resident agent in this state, shall be deemed to have appointed the secretary of state as his agent upon whom may be served any lawful process, authorized by this chapter, with […]
Section 421-A:11 – Enforcement.
421-A:11 Enforcement. – I. Whenever it appears to the secretary of state that any person has engaged in or is about to engage in any act or practice constituting a violation of this chapter, or any rule adopted or order issued under it, the secretary of state may issue and cause to be served […]
Section 421-A:12 – Appeal to Superior Court.
421-A:12 Appeal to Superior Court. – I. Any party aggrieved by a decision or final order of the secretary of state under RSA 421-A:6 or RSA 421-A:11 may appeal to the superior court by filing a petition within 20 days of the date of said decision or order, setting forth that such decision is […]
Section 421-A:13 – Criminal Penalties.
421-A:13 Criminal Penalties. – I. Any person who violates RSA 421-A:3 or any rule adopted under it, or any order of which he has notice, or who willfully violates RSA 421-A:7, 8 or 11 or any rule adopted or order issued thereunder, shall be guilty of a class B felony if a natural person, […]
Section 421-A:14 – Civil Liability of Offeror for Violations.
421-A:14 Civil Liability of Offeror for Violations. – I. Any offeror who purchases a security in connection with a takeover offer in violation of this chapter shall be liable to the person selling the security to him, who may sue either at law or in equity. In an action for rescission the seller shall […]
Section 421-A:15 – Exclusions.
421-A:15 Exclusions. – This chapter shall not apply when: I. The offeror or the target company is a public utility or a public utility holding company as defined in section 2 of the "Public Utility Holding Company Act of 1935" (49 Stat. 803, 15 U.S.C. section 79 et seq.), as amended, and the takeover […]
Section 421-A:16 – Severability.
421-A:16 Severability. – If any provision of this chapter or the application of this chapter to any person or circumstance is held invalid, the invalidity does not affect other provisions or applications of the chapter which can be given effect without the invalid provisions or application; and, to this end, the provisions of this […]
Section 421-A:17 – Reconciliation With Other Laws.
421-A:17 Reconciliation With Other Laws. – If any provision of this chapter otherwise applicable to a takeover bid for a target company organized under the law of another jurisdiction is inconsistent with a provision of a statute regulating takeovers of such other jurisdiction such that either (a) compliance with the provision of such other […]
Section 421-A:2 – Definitions.
421-A:2 Definitions. – In this chapter: I. [Repealed.] I-a. "Secretary of state" means the secretary of state or designee. II. "Equity security" means any stock, bond, or other obligation of a corporation, the holder of which has the right to vote on any matter by virtue of the articles of incorporation, bylaws or governing […]
Section 421-A:3 – Requirement of Financial Disclosure.
421-A:3 Requirement of Financial Disclosure. – No offeror shall make a takeover bid unless as soon as practicable on the date of commencement of the takeover bid the offeror files with the secretary of state and the target company a registration statement containing the information required by RSA 421-A:4 and publicly discloses the material […]
Section 421-A:4 – Contents of Registration Statement.
421-A:4 Contents of Registration Statement. – The registration statement required to be filed pursuant to RSA 421-A:3 shall include: I. Copies of all prospectuses, brochures, advertisements, circulars, letters or other matter by means of which the offeror proposes to disclose to offerees all information material to a decision to accept or reject the offer. […]
Section 421-A:5 – Scheduling of Public Hearing.
421-A:5 Scheduling of Public Hearing. – Within 20 days after the filing of a registration statement pursuant to this chapter, the secretary of state shall commence his investigation and order a hearing, if he determines a hearing is necessary or appropriate for the protection of offerees in this state, for the purpose of determining […]
Section 421-A:6 – Prohibition of Takeover Bid.
421-A:6 Prohibition of Takeover Bid. – I. In the event the secretary of state shall schedule a public hearing or hearings or otherwise conduct an investigation pursuant to RSA 421-A:5, the secretary of state shall issue an order prohibiting an offeror from making or continuing with any takeover bid. Every person shall comply with […]
Section 421-A:7 – Tender and Withdrawal of Shares.
421-A:7 Tender and Withdrawal of Shares. – I. Securities deposited pursuant to a tender offer or request or invitation for tenders may be withdrawn by an offeree or his attorney-in-fact by demand in writing to the offeror or the depository within 15 business days from the date of commencement of such offer. II. If […]
Section 421-A:8 – Fraudulent, Deceptive or Manipulative Practices.
421-A:8 Fraudulent, Deceptive or Manipulative Practices. – I. No person shall make any untrue statement of a material fact or fail to state any material fact necessary in order to make the statement made, in the light of the circumstances under which they are made, not misleading, nor engage in any fraudulent, deceptive, or […]
Section 421-A:9 – Administration.
421-A:9 Administration. – I. This chapter shall be administered by the secretary of state and employees designated by him within the department. The secretary of state may adopt rules, pursuant to RSA 541-A, as necessary to carry out the purposes of this chapter. II. The secretary of state may establish fees for the filing […]