N.Y. Business Corporation Law 1602 – Disclosure requirement
§ 1602. Disclosure requirement.
Terms Used In N.Y. Business Corporation Law 1602
- offeror: includes an issuer of securities whose securities are or are to be the subject of a takeover bid whether or not the issuer, upon acquisition, will become the beneficial owner of such securities. See N.Y. Business Corporation Law 1601
- Takeover bid: means the acquisition of or offer to acquire by an offeror from an offeree, pursuant to a tender offer or request or invitation for tenders, any equity security of a target company, if after acquisition thereof the offeror would, directly or indirectly, be a beneficial owner of more than five percent of any class of the issued and outstanding equity securities of such target company. See N.Y. Business Corporation Law 1601
- Target company: means a corporation, organized under the laws of this state and having its principal executive offices or significant business operations located within this state. See N.Y. Business Corporation Law 1601
(a) No offeror shall make a takeover bid unless as soon as practicable on the date of commencement of the takeover bid he files with the attorney general at his New York city office and delivers to the target company at its principal executive offices a registration statement containing the information required by section sixteen hundred three of this article.
(b) An offeror shall make full and fair disclosure to offerees of the material information set forth in the registration statement filed pursuant to subdivision (a) of this section.
(c) No solicitation or recommendation to the offerees of a target company to accept or reject a takeover bid shall be made by or on behalf of an offeror or a target company unless at the time copies of such solicitation or recommendation are first published, sent or given to such offerees, the person making such solicitation or recommendation has filed copies of the solicitation or recommendation with the attorney general at his New York city office.