N.Y. Business Corporation Law 1610 – Exclusions
§ 1610. Exclusions.
Terms Used In N.Y. Business Corporation Law 1610
- 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
This article shall not apply when:
(a) The offeror or the target company is a public utility or a public utility holding company as defined in section two of the "Public Utility Holding Company Act of 1935," (49 Stat.803, 15 U.S.C. § 79), as amended, and the takeover bid is subject to approval by the appropriate federal agency as provided in such act;
(b) The offeror or the target company is a bank or a bank holding company as subject to the "Bank Holding Company Act of 1956," (70 Stat. 133, 12 U.S.C. 1841), and subsequent amendments thereto, and the takeover bid is subject to approval by the appropriate federal agency as provided in such act;
(c) The offeror or the target company is a savings and loan holding company as defined in section two of the "Savings and Loan Holding Company Amendments of 1967," (82 Stat. 5, 12 U.S.C. § 1730A), as amended, and the takeover bid is subject to approval by the appropriate federal agency as provided in such act;
(d) The offeror and the target company are banks and the offer is part of a merger transaction subject to approval by appropriate federal or state supervisory authorities.