Title 49, Title 49: SALE OF SECURITIES

49:5-13. Criminal penalties a. Any person who makes a takeover offer involving a target company without a disclosure statement required under section 3, may be imprisoned for a period not to exceed 1 year, or fined an amount not to exceed $10,000.00 or both. b. Any person who, in…

49:5-14. Civil penalties 14. Civil Penalties. In addition to any other sanctions herein or otherwise provided by law, the bureau chief, upon notice and hearing, may impose a penalty not exceeding $10,000.00 for any violation of this act or of any rule or regulation duly issued he…

49:5-15. Rights and remedies a. Any offeror who purchases an equity security in connection with a takeover offer not in compliance with this act or by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statemen…

49:5-16. Conflict with other laws All laws and parts of laws of this State inconsistent with this act are hereby superseded with respect to matters covered by this act; provided, however, that, nothing contained herein shall limit the power of the State to proceed against any per…

49:5-17. Appeals procedure; judicial review; in lieu of prerogative writ a. Any person aggrieved by any act, determination, rules, regulation, or order or any other action of the bureau chief pursuant to this act may appeal to the Appellate Division of Superior Court. b. The fili…

49:5-18. Severability clause If any provision of this act, or any application of any provision, is held invalid, the invalidity shall not affect other applications of the provision, or other provisions of the act, which reasonably can be given effect despite the invalidity. L.197…

49:5-19. Application of Takeover Bid Disclosure Law a. If the target company is a financial institution subject to regulation by the Commissioner of Banking, or a public utility corporation subject to regulation by the Board of Public Utility Commissioners, or a transportation co…

49:5-2. Definitions As used in this act, the following terms shall have the respective meanings hereinafter set forth, unless the context shall otherwise require: a. An "associate" of a person means: (1) Any corporation or other organization of which such person is an officer, di…

49:5-3. Disclosure a. Filing requirements. No offeror shall make a takeover bid unless at least 20 days before such takeover bid is made such offeror has filed with the bureau and has sent by certified mail to the target company at its principal office a statement containing the …

49:5-4. Permission to proceed; hearings a. The bureau chief shall permit any takeover bid referred to in subsection a of section 3 of this act unless after a public hearing thereon, referred to in subsection b. of this section, he finds that: (1) The financial condition of the of…

49:5-5. Mailing shareholders; payment of expenses To the extent permitted by applicable Federal laws, rules and regulations, all notices of public hearings held pursuant to section 4 of this act shall be mailed by the target company to its shareholders within 5 business days afte…

49:5-6. Time for filing a. 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, with the exception of the initial press release by the offero…

49:5-7. Investigations a. The bureau may make such investigations within or outside of this State as it deems necessary to determine whether any person has violated or is about to violate the provisions of this act or any order of the bureau chief, and may require any person subj…

49:5-8. Prohibited acts No person shall engage in any fraudulent, deceptive or manipulative acts or practices in connection with a takeover offer. Fraudulent, deceptive and manipulative acts or practices include, without limitation: a. Solicitation of any offeree for acceptance o…

49:5-9. Takeover offer a. An offer shall provide that any equity securities of a target company deposited or tendered pursuant to a takeover offer may be withdrawn by or on behalf of any offeree at any time up to the third day prior to the announced termination date, except as th…