2023 New York Laws › BSC - Business Corporation › Article 16 - Security Takeover Disclosure Act › 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withdrawn at any time until the expiration of thirty business days after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.