Takeover Tactics and Public Policy: Hearings Before the Subcommittee on Telecommunications, Consumer Protection, and Finance of the Committee on Energy and Commerce, House of Representatives, Ninety-eighth Congress, Second Session, on H.R. 2371, H.R. 5250, H.R. 5693, H.R. 5694, H.R. 5696, and H.R. 5696 ... March 28 and May 23, 1984, Volumen2U.S. Government Printing Office, 1984 |
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Página 8
... person may acquire directly or indirectly beneficial ownership of more than 5 % of an outstanding class of equity securities unless such person has filed a Schedule 13D and that schedule has been on file with the Commission for at least ...
... person may acquire directly or indirectly beneficial ownership of more than 5 % of an outstanding class of equity securities unless such person has filed a Schedule 13D and that schedule has been on file with the Commission for at least ...
Página 15
... person has sold and which a person should know are highly likely to be exercised prior to expiration of the offer shall be deemed to constitute sales of the security underlying such options and therefore netted against such person's ...
... person has sold and which a person should know are highly likely to be exercised prior to expiration of the offer shall be deemed to constitute sales of the security underlying such options and therefore netted against such person's ...
Página 21
... person may rely on the latest Exchange Act report filed by the target that reports the number of shares outstanding nor do I object to the statement that the acquiror must report subsequent purchases promptly as provided by current ...
... person may rely on the latest Exchange Act report filed by the target that reports the number of shares outstanding nor do I object to the statement that the acquiror must report subsequent purchases promptly as provided by current ...
Página 62
... of the statutes are created to read : 180.02 ( 16 ) " Issuing public corporation " means a domestic corporation with at least 100 persons in this state that are holders of record of its 1 2 3 4 common shares and having its principal 62.
... of the statutes are created to read : 180.02 ( 16 ) " Issuing public corporation " means a domestic corporation with at least 100 persons in this state that are holders of record of its 1 2 3 4 common shares and having its principal 62.
Página 63
... person " means a person required to deliver a state- ment to an issuing public corporation under s . 180.69 ( 2 ) , but does not 5 include the issuing public corporation itself . 6 ( 18 ) " Control share acquisition " means the ...
... person " means a person required to deliver a state- ment to an issuing public corporation under s . 180.69 ( 2 ) , but does not 5 include the issuing public corporation itself . 6 ( 18 ) " Control share acquisition " means the ...
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Términos y frases comunes
abuses acquiring acquiror advisory vote agree amended assets believe bidder business combination business judgment rule capital cash change of control Commerce Clause Committee on Tender concern Consumer Protection control share acquisition corporate law corporate takeovers Court decision defensive tactics disclosure economic effect equity securities Exchange Act fair federal law federal regulation golden parachutes greenmail holders Honorable Timothy hostile tender offer industrial policy insurance companies interested shareholder investment investors issuer issues legislation letter McCarran-Ferguson Act merger minimum offering period Mite NAIC NASAA offeror Ohio person preemption prohibit proposed Protection and Finance provisions public interest purchase regulation of tender regulatory repurchase Schedule 13D SEC Advisory Committee Section shareholder approval shareholder vote specific statement statutes Subcommittee on Telecommunications supermajority takeover bid takeover regulation target company target corporation tender offer regulation Texaco Timothy E tion transactions U.S. House U.S. Supreme Court Williams Act Wirth Chairman
Pasajes populares
Página 282 - ... under common control with, the person specified. (b) Control. The term "control" (including the terms "controlling", "controlled by" and "under common control with") means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract...
Página 153 - No Act of Congress shall be construed to invalidate, impair, or supersede any law enacted by any State for the purpose of regulating the business of insurance...
Página 476 - In case any part of the registration statement, when such part became effective, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein not misleading...
Página 153 - The business of insurance, and every person engaged therein, shall be subject to the laws of the several States which relate to the regulation or taxation of such business.
Página 280 - affiliate' of, or a person 'affiliated' with, a specified person, is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified. "(f) Control. The term 'control' (including the terms 'controlling,
Página 428 - Rule 13d-l prescribed thereunder require any person or group of persons who acquire beneficial ownership of more than five percent of a class of equity securities registered under Section 12 of the...
Página 473 - Act of 1940, is directly or indirectly the beneficial owner of more than 5 per centum of such class shall, within ten days after such acquisition, send to the issuer of the security at its principal executive office, by registered or certified mail, send to each exchange where the security is traded, and file with the Commission, a statement containing...
Página 431 - Suit to recover such profit may be instituted at law or in equity in any court of competent jurisdiction by the issuer, or by the owner of any security of the issuer in the name and in behalf of the issuer if the issuer shall fail or refuse to bring such suit within sixty days after request or shall fail diligently to prosecute the same thereafter; but no such suit shall be brought more than two years after the date such profit was realized.
Página 278 - ... shall have the right to examine, in person, or by agent or attorney, at any reasonable time or times, for any proper purpose, its books and records of account, minutes and record of shareholders and to make extracts therefrom.
Página 280 - ... or more of any class of equity securities, (2) any trust or other estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity, and (3) any relative or spouse of such person, or any relative of such spouse. who has the same home as such person or who Is a director or officer of the bank or any of its parents or subsidiaries. (e) The term "charter...