N.Y. Business Corporation Law 1609 – Fraudulent, deceptive or manipulative practices
§ 1609. Fraudulent, deceptive or manipulative practices.
Terms Used In N.Y. Business Corporation Law 1609
- 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 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.