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80B.01.8

Statute ID: 5276

Statute Function ID: 20411

Corporate Takeovers-Definitions/Takeover Offer

In Effect

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Details are only available for Penalty and Charging Statutes.

Statute Number:

80B.01.8

Enactment Date:

Jan 1, 1859

Effective Date:

Jan 1, 1859

Expiration Date:

Repealed?:

Summary Text:

Corporate Takeovers-Definitions/Takeover Offer

Statute ID:

5276

Created:

Sep 1, 2006 by mnjis.legal.analyst@state.mn.us

Updated:

Sep 1, 2006 by mnjis.legal.analyst@state.mn.us

Last Update Action:

System

Legal Analyst Comment:

Summary Text:

Corporate Takeovers-Definitions/Takeover Offer

Link to MN Statute Text:

https://www.revisor.leg.state.mn.us/stats/80B/01.html

Legislative Session:

0 - NA

Session Law Text?:

Statute text last updated on:

Sep 1, 2006

"Takeover offer" means the offer to acquire any equity securities of a target company from a resident of this state pursuant to a tender offer or request or invitation for tenders, if after the acquisition of all securities acquired pursuant to the offer either (1) the offeror would be directly or indirectly a beneficial owner of more than ten percent of any class of the outstanding equity securities of the target company and was directly or indirectly the beneficial owner of less than ten percent of any class of the outstanding equity securities of the target company prior to the commencement of the offer; or (2) the beneficial ownership by the offeror of any class of the outstanding equity securities of the target company would be increased by more than ten percent of that class and the offeror was directly or indirectly the beneficial owner of ten percent or more of any class of the outstanding equity securities of the target company prior to the commencement of the offer. Takeover offer does not include:
(a) an offer in connection with the acquisition of a security which, together with all other acquisitions by the offeror of securities of the same class of equity securities of the issuer, would not result in the offeror having acquired more than two percent of this class during the preceding 12-month period;
(b) an offer by the issuer to acquire its own equity securities unless the offer is made during the pendency of a takeover offer by a person who is not an associate or affiliate of the issuer;
(c) an offer in which the target company is an insurance company subject to regulation by the commissioner, a financial institution regulated by the commissioner, or a public service utility subject to regulation by the Public Utilities Commission.