Full Disclosure of Corporate Equity Ownership and in Corporate Takeover Bids: Hearings Before the Subcommittee on Securities of the Committee on Banking and Currency, United States Senate, Ninetieth Congress, First Session on S. 510, a Bill to Provide for Full Disclosure of Corporate Equity Ownership of Securities Under the Securities and Exchange Act of 1934, March 21 and 22, and April 4, 1967U.S. Government Printing Office, 1967 - 257 páginas Considers S. 510, to amend the Securities Exchange Act to require disclosure of identity, intentions, and financial resources by those attempting to acquire control of a publicly traded company through open market stock acquisitions or through stock tender offers. |
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accept acquire acquisition amendment American Stock Exchange assets bank believe bidder bill broker CALVIN cash takeover bids cash tender offer Chairman COHEN committee company's concerning CONGRESS corporate decision deposited directors disclose disclosure requirements effect entrenched management equity security Exchange Commission exemption fact filed firms first-come full disclosure funds Hayes increase incumbent management investment issuer J. I. Case Co leaks legislation liquidation March 21 market price material ment merger national securities exchange number of shares offeror percent person plans premium present problem Professor Mundheim proposed Rule proxy contests proxy fight purchase purpose pursuant raider rata period reason REED registered respect rule-making rulemaking power SCHANCK Securities Act Securities and Exchange Securities Exchange Act security holders sell Senator BENNETT Senator BROOKE Senator WILLIAMS shareholders shares tendered situation solicitation stockholders Subcommittee subsection suggested tendered shares tion U.S. Senate York Stock Exchange
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Página 89 - It shall be unlawful for any person, directly or indirectly, by use of the mails or by any means or instrumentality of interstate commerce or of any facility of a national securities exchange or otherwise, to make a tender offer for, or a request or invitation for tenders...
Página 90 - Where any person makes a tender offer, or request or invitation for tenders, for less than all the outstanding equity securities of a class, and where a greater number of securities is deposited pursuant thereto within ten days after copies of the offer or request or invitation are first published or sent or given to security holders than such person is bound or willing to take up and pay for, the securities taken up shall...
Página 141 - ... to sell its assets to or merge it with any other persons, or to make any other major change in its business or corporate structure. Item 5.
Página 41 - ... (D) any acquisition or proposed acquisition of a security which the Commission, by rules or regulations or by order, shall exempt from the provisions of this subsection as not entered into for the purpose of, and not having the effect of, changing or influencing the control of the issuer or otherwise as not comprehended within the purposes of this subsection. (e)(l) It shall be unlawful for an issuer which has a class of equity securities registered pursuant to section 12 of this title...
Página 142 - ... of which he is the beneficial owner, and within ten days after the close of each calendar month thereafter, if there has been...
Página 154 - Every person who is directly or indirectly the beneficial owner of more than 10 per centum of any class of any equity security (other than an exempted security) which is registered on a national securities exchange, or who is a director or an officer of the issuer of such security...
Página 39 - ... then, not less than 10 days prior to the date any such person takes office as a director, or such shorter period prior to that date as the...
Página 88 - The Commission shall, for the purposes of this subsection, by rules and regulations define, and prescribe means reasonably designed to prevent, such acts and practices as are fraudulent, deceptive, or manipulative.
Página 199 - The Securities and Exchange Commission, as a matter of policy, disclaims responsibility for any private publication or statement by any of its employees. The views expressed herein are those of the author and do not necessarily reflect the views of the Commission or of the author's colleagues upon the staff of the Commission.
Página 89 - Commission not later than the time copies of such material are first published or sent or given to security holders. Copies of all statements, in the form in which such material is furnished to security holders and the Commission, shall be sent to the issuer not later than the date such material is first published or sent or given to any security holders.