N.Y. Business Corporation Law § 1609: Fraudulent, deceptive or manipulative practices

§ 1609. Fraudulent, deceptive or manipulative practices.

(a) No person shall make any untrue statement of a material fact or

omit to state any material fact necessary in order to make the

statements made, in the light of the circumstances under which they are

made, not misleading, or engage in any fraudulent, deceptive, or

manipulative acts or practices, in connection with any takeover bid or

any solicitation of offerees in opposition to or in favor of any such

takeover bid.

(b) It shall constitute a violation of this article for any person who

is in possession of material information relating to any takeover bid,

which information he knows or has reason to know is nonpublic, which he

acquired either before or after the commencement of the takeover bid,

and which he knows or has reason to know has been acquired directly or

indirectly from an offeror, a target company, or any officer, director,

partner or employee or any other person acting on behalf of the offeror

or target company, to purchase or sell or cause to be purchased or sold,

within or from this state, any securities sought or to be sought by such

takeover bid or any securities convertible into or exhangeable for any

such securities or any option or right to obtain or to dispose of any

such securities.

(c) Fraudulent, deceptive or manipulative acts or practices include

without limitation those acts and practices proscribed by rules and

regulations which the attorney general is hereby empowered to adopt,

promulgate, amend and rescind as is necessary to carry out the

provisions of this section.