Chapter 552, CORPORATE TAKE-OVER LAW

552.01 Definitions. In this chapter: (1) “Division” means the division of securities. (2) “Equity security” means any shares of stock or similar securities, or any securities convertible into such securities, or carrying any warrant or right to subscribe to or purchase such secur…

552.03 Filing of ownership information. (1) Any person who, after acquiring directly or indirectly the beneficial ownership of any equity security of a target company, is directly or indirectly a beneficial owner of more than 5 percent of any class of the outstanding equity secur…

552.05 Registration of take-over offers. (1) It is unlawful for any person to make a take-over offer involving a target company in this state, or to acquire any equity securities of a target company pursuant to the offer, unless the offer is effective under this chapter or is exe…

552.07 Filing of solicitation materials. (1) 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 take-over offer, shall be filed with the division and sent …

552.08 Comity. The registration and filing requirements of ss. 552.05 and 552.07 do not apply to a take-over offer subject to this chapter if the division determines by order that another jurisdiction has statutes or rules which are applicable to the take-over offer and are being…

552.09 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 …

552.11 Limitations on offerors. (1) No offeror may make a take-over offer involving a target company which is not made to security holders in this state on substantially the same terms as the offer is made to security holders outside this state. (2) An offeror shall provide that …

552.13 Administration, rules and orders. (1) This chapter shall be administered by the division, which may exercise all powers granted to the division under ch. 551 which are not inconsistent with this chapter. (2) The division may adopt rules necessary to carry out the purposes …

552.15 Fees and expenses. (1) The division shall charge a filing fee of $100 for a registration statement filed by an offeror and $100 for a request for hearing filed by a target company. (2) The expenses reasonably attributable to any hearing held under this chapter shall be cha…

552.17 Injunctions. Whenever it appears 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 this chapter or any rule or order under this chapter, the division may bri…

552.19 Criminal penalties. (1) Any person, including a controlling person of an offeror or target company, who willfully violates this chapter or any rule under this chapter, or any order of which the person has notice, is guilty of a Class H felony. Each of the acts specified co…

552.21 Civil liabilities. (1) Any offeror who purchases a security in connection with a take-over offer not in compliance with this chapter 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 statements ma…

552.23 Application of chapter. (1) If the target company is an insurance company subject to regulation by the commissioner of insurance, a banking corporation, savings bank, or savings and loan association subject to regulation by the division of banking, or a company subject to …

552.25 Application of securities law. All of the provisions of ch. 551 which are not in conflict with this chapter shall apply to any take-over offer involving a target company in this state. History: 1971 c. 300.