2023 New Jersey Revised Statutes › Title 14A - Corporations, General › Section 14A:10A-6 - Exemptions.

14A:10A-6 Exemptions.
6. a. Unless the certificate of incorporation provides otherwise, the provisions of this act shall not apply to any business combination of a resident domestic corporation with an interested stockholder if the resident domestic corporation did not have a class of voting stock registered or traded on a national securities exchange or registered with the Securities and Exchange Commission pursuant to section 12(g) of the Exchange Act, 48 Stat. 892 (15 U.S.C. s.78l ) on that interested stockholder's stock acquisition date.
b. Unless the certificate of incorporation provides otherwise, the provisions of this act shall not apply to any business combination with an interested stockholder who was an interested stockholder prior to the effective date of this act unless subsequent thereto that interested stockholder increased his or its interested stockholder's proportion of the voting power of the resident domestic corporation's outstanding voting stock to a proportion in excess of the proportion of voting power that interested stockholder held prior to the effective date of this act.
c. (Deleted by amendment, P.L.1987, c.380.)
d. The provisions of this act shall not apply to any business combination of a resident domestic corporation with an interested stockholder of that corporation which became an interested stockholder inadvertently, if such interested stockholder (1) as soon as practicable divests itself or himself of a sufficient amount of the voting stock of that resident domestic corporation so that he or it no longer is the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting stock of that corporation, or a subsidiary of that resident domestic corporation, and (2) would not at any time within the five-year period preceding the announcement date with respect to that business combination have been an interested stockholder but for that inadvertent acquisition.
e. (Deleted by amendment, P.L.1989, c.106.)
f. The provisions of this act shall not apply to any business combination of a resident domestic corporation with an interested stockholder of that corporation which, prior to August 5, 1986, became the beneficial owner of more than 50% of the voting power of the outstanding voting stock of that resident domestic corporation by reason of a purchase of voting stock directly from that resident domestic corporation in a transaction approved by the board of directors of that resident domestic corporation, provided that, at the time of the approval, none of the directors of the resident domestic corporation was an employee, officer, director, shareholder, affiliate or associate of the interested stockholder.
g. The provisions of this act shall not apply to any business combination of a resident domestic corporation with an interested stockholder of that corporation which became an interested stockholder on or after August 5, 1986 and before January 1, 1987.
h. The provisions of P.L.1986, c.74 (C.14A:10A-1 et seq.) shall not apply to any stockholder who was the beneficial owner of 5% or more of the voting power of the outstanding voting stock of that resident domestic corporation on the effective date of P.L.2013, c.40 if the resident domestic corporation did not, on the effective date of P.L.2013, c.40, have its principal executive offices located in this State or significant business operations located in this State.
L.1986, c.74, s.6; amended 1987, c.380, s.3; 1988, c.155; 1989, c.106, s.3; 2013, c.40, s.4.