Sec. 0.5. (a) The general assembly finds that it is often difficult for corporate shareholders to obtain sufficient information to make an informed and timely decision when faced with the questions of accepting or rejecting a takeover offer. Moreover, there have emerged a number of practices which have resulted in shareholders of Indiana corporations losing the benefits of takeover offers because they lacked the sophistication and ability to secure those benefits. These practices have included multiple proration pools, two-step transactions and similar practices, and have resulted in relatively small shareholders losing both the advantages of the takeover offer and their equity positions in the corporation.
(b) By enacting this chapter, it is the intent and purpose of the general assembly to provide for full and fair disclosure of all material information concerning takeover offers to shareholders of Indiana corporations, so that the opportunity of each shareholder to make an informed and well-reasoned investment decision may be secured. It is also the purpose of the general assembly to protect shareholders of Indiana corporations from being disadvantaged by those practices described in subsection (a). Finally, it is the purpose of the general assembly to provide for adequate disclosure and that protection in a manner consistent with the Constitutions of the United States and of Indiana.
As added by Acts 1981, P.L.215, SEC.1. Amended by P.L.242-1983, SEC.1.
Structure Indiana Code
Title 23. Business and Other Associations
Article 2. Securities and Franchises
23-2-3.1-0.5. Legislative Finding; Purpose
23-2-3.1-2. Compliance With Designated Sections
23-2-3.1-3. Statement; Filing With Commissioner; Copy to Target Company
23-2-3.1-4. Statement; Consent to Service of Process; Filing Fee
23-2-3.1-5. Contents of Statement; Document Prepared Under Federal Law
23-2-3.1-5.5. Definitions; Application of Section
23-2-3.1-6.5. Terms of Offer; Requisites; Number of Offerees
23-2-3.1-7. Hearing; Findings and Order; Notices; Expenses; Right to Appear; Insurance Companies
23-2-3.1-8. Purchase of Shares; Prohibition
23-2-3.1-8.4. Subsequent Acquisition of Equity Securities by Offeror; Equivalent Terms; Limitation
23-2-3.1-8.6. Exempt Acquisitions; Notice and Hearing to Precede Order
23-2-3.1-9. Administration of Chapter; Regulations; Immunity
23-2-3.1-10. Cease and Desist Orders; Injunctions; Subpoenas; Production of Books and Papers
23-2-3.1-11. Appeal; Notice; Transcript; Disposition on Appeal