N.Y. Business Corporation Law § 1612: Requirements for certain takeover bids

§ 1612. Requirements for certain takeover bids.

If the takeover bid is not subject to the requirements of section

14(d) of the Securities Exchange Act of 1934, 15 U.S.C. § 78n(d), the

following additional requirements shall apply to the takeover bid:

(a) The takeover bid shall be made on the same terms to all offerees

holding the same class or series of securities.

(b) The period of time within which equity securities may be deposited

pursuant to a takeover bid shall not be less than thirty business days.

(c) Equity securities deposited pursuant to a takeover bid may be

withdrawn at any time until the expiration of thirty business days after

the commencement of the takeover bid and at any time after the

expiration of sixty-five days from the commencement of the takeover bid,

if the shares have not been purchased, and until the expiration of ten

business days following the date of commencement of another offeror's

takeover bid for the same equity securities if the shares have not been

purchased and if the bidder has received notice or otherwise has

knowledge of the commencement of such takeover bid.

(d) Where a takeover bid is made for less than all the outstanding

equity securities of a class and where a greater number of such

securities is deposited pursuant thereto than the offeror is bound or

willing to take up and pay for, the securities taken up and paid for by

the offeror shall be taken up and paid for as nearly as possible on a

pro rata basis, disregarding fractions, according to the number of

securities deposited by each shareholder.

(e) Where an offeror increases the consideration offered in a takeover

bid, the offeror shall pay the increased consideration for all equity

securities accepted, whether such securities have been accepted by the

offeror before or after the increase in consideration.

(f) (1) Within ten days of the filing of a registration statement as

required by section sixteen hundred two of this article the attorney

general may schedule a public hearing or hearings or conduct such

investigation as he deems necessary concerning any takeover bid for the

purpose of determining compliance with the requirements of this article;

(2) Any such hearing or investigation shall be declared by order of

the attorney general;

(3) Any initial hearing shall commence within twenty days of the

filing of a registration statement.

(g) In the event the attorney general shall schedule a public hearing

or otherwise conduct an investigation pursuant to subdivision (f) of

this section, the attorney general may also, in his discretion, issue an

order staying the offeror from purchasing or paying for any shares

tendered in response to its takeover bid at any time prior to such

purchasing or paying for shares tendered. Every person shall comply with

every such order.

(h) In the event the attorney general shall issue a stay payment order

pursuant to subdivision (g) of this section, the attorney general shall,

no later than thirty days from the issuance of such stay payment order,

issue an order containing his findings of fact and conclusions of law.

(i) Any stay payment order issued by the attorney general pursuant to

subdivision (g) of this section shall automatically expire within sixty

days from its issuance except where the attorney general has in his

order containing findings of fact and conclusions of law conditioned the

purchase and payment for shares tendered upon changes or modifications

in the registration statement, in which event any stay payment order

shall be vacated by the attorney general after he is satisfied that such

changes or modifications have been publicly disseminated to offerees.

(j) The attorney general may apply, on notice to the offeror and the

target company, to a court of competent jurisdiction, and such court may

grant an application, for good cause, to extend any of the time periods

set forth in this section if an extension is necessary for the

protection of offerees.