Title XXXVIII, Securities

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, or guilty of a felony …

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 be entitled to recover the secu…

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 b…

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 …

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 prov…

In this chapter: I. [Repealed.]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 incorporatio…

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 disclos…

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 decisio…

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 …

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…

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 an offe…

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 manipulative …

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 f…