2023 Wisconsin Statutes & Annotations › Chapter 552 - Corporate take-over law. › 552.01 - Definitions.

552.01
Definitions.
In this chapter:
(1)
“Division" means the division of securities.
(2)
“Equity security" means any shares of stock or similar securities, or any securities convertible into such securities, or carrying any warrant or right to subscribe to or purchase such securities, or any such warrant or right, or any other security which, for the protection of investors, is deemed an equity security pursuant to rule of the division.
(3)
“Offeror" means a person who makes or in any way participates in making a take-over offer and includes all affiliates and associates of that person, and all persons acting jointly or in concert for the purpose of acquiring, holding or disposing of or exercising any voting rights attached to the equity securities for which a take-over offer is made. “Offeror" does not include any bank or broker-dealer loaning funds to an offeror in the ordinary course of its business, or any bank, broker-dealer, attorney, accountant, consultant, employee, or other person furnishing information or advice to or performing ministerial duties for an offeror, and not otherwise participating in the take-over offer.
(4)
“Offeree" means a record or beneficial owner of a security that an offeror acquires, or offers or proposes to acquire, in connection with a take-over offer.
(5)
“Take-over offer" means the offer to acquire or the acquisition of any equity security of a target company, pursuant to a tender offer or request or invitation for tenders, if after the acquisition thereof the offeror would be directly or indirectly a beneficial owner of more than 5 percent of any class of the outstanding equity securities of the issuer. “Take-over offer" does not include an offer or acquisition of any equity security of a target company pursuant to:
(a)
Brokers' transactions effected by or through a broker-dealer in the ordinary course of its business.
(b)
An exchange offer for securities of another issuer, if the offer is exempted from registration under ch. 551 and does not involve any public offering under the securities act of 1933.
(c)
An offer made to not more than 10 persons in this state during any period of 12 consecutive months.
(d)
An offer made to all the stockholders of the target company, if the number of its stockholders does not exceed 100 at the time of the offer.
(e)
An offer if the acquisition of any equity security pursuant thereto, together with all other acquisitions by the offeror of securities of the same class during the preceding 12 months, would not exceed 2 percent of that class of the outstanding equity securities of the issuer.
(f)
An offer by the target company to acquire its own equity securities.
(6)
“Target company" means a corporation or other issuer of securities:
(a)
Which is organized under the laws of this state or has its principal office in this state;
(b)
Which has substantial assets located in this state;
(c)
Whose equity securities of any class are or have been registered under ch. 551 or predecessor laws, or are registered under section 12 of the securities exchange act of 1934 or which is an entity identified in s. 551.201 (3); and
(d)
Which has at least 100 record holders of securities qualifying under par. (c) who are residents of this state or which has at least 5 percent of the securities qualifying under par. (c) held by residents of this state.
History:  1971 c. 300; 1981 c. 16; 1983 a. 200; 1985 a. 195; 1995 a. 27; 2007 a. 196.
State regulation of tender offers. Moylan, 58 MLR 687.
Challenges to state takeover laws: Preemption and the commerce clause. 64 MLR 657 (1981).
The corporate take-over game: A continuing search for constitutional state take-over regulation. Pelisek and Christiansen, WBB July, 1986.
Regulation of tender offers in Wisconsin and the effect of Great Western v. Kidwell: The day of reckoning approaches. Harth, 1978 WLR 833.
Risks and rewards of regulating corporate takeovers. (Symposium) 1988 WLR 353 (1988).