49:5-8. Prohibited acts
No person shall engage in any fraudulent, deceptive or manipulative acts or practices in connection with a takeover offer. Fraudulent, deceptive and manipulative acts or practices include, without limitation:
a. Solicitation of any offeree for acceptance or rejection of a takeover offer, or acquisition of any equity security of a target company pursuant to a takeover offer, that has not been permitted to proceed or exempt under this act.
b. Publication or use in connection with the offer of any untrue statement of material fact or omitting to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, but not including the mailing by a target company to the record or beneficial owners of its equity securities of solicitation materials published by an offeror.
c. Sale by any officer, director, affiliate or associate of a target company of all or any part of their equity securities to the offeror at a price higher than that to be paid to the offerees pursuant to the offer, unless the sales are made at the then existing market price.
d. Acquisition by the offeror, after announcement of the takeover offer and prior to its termination, of equity securities of the target company otherwise than pursuant to the takeover offer.
L.1977, c. 76, s. 8, eff. April 27, 1977.
Structure New Jersey Revised Statutes
Section 49:2-1 - Obligations of United States; authority to act as selling and issuing agents
Section 49:2-4 - Form of obligation
Section 49:2-5 - Contracts regarding servicing of obligations
Section 49:2-6 - Execution of obligation; signature
Section 49:2-7 - Powers as supplemental; inconsistent laws
Section 49:2A-1 - Short title.
Section 49:2A-2 - Findings, determinations.
Section 49:2A-3 - Definitions.
Section 49:2A-4 - Allocation of State volume cap.
Section 49:2A-5 - Annual report.
Section 49:2B-4 - Amount authorized
Section 49:2B-5 - Refunding bonds, terms
Section 49:2B-6 - Issuing officials
Section 49:2B-8 - Authentication
Section 49:2B-10 - Issues as separate series, interest payable
Section 49:2B-12 - Temporary bonds
Section 49:2B-13 - Application of proceeds
Section 49:2B-14 - Application of trust amounts
Section 49:2B-15 - Replacement of lost bonds or coupons
Section 49:2B-16 - Application of accrued interest
Section 49:2B-18 - Bonds secured by amounts in trust
Section 49:2B-19 - Appropriations
Section 49:2B-20 - Insufficiency of funds
Section 49:2B-21 - Reports, legislative authority
Section 49:3-47 - Title amended; "act" defined.
Section 49:3-49 - Definitions relative to Uniform Securities Law.
Section 49:3-50 - Exemptions of certain securities.
Section 49:3-51 - Applicability of act.
Section 49:3-52 - Unlawful activities
Section 49:3-52.1 - Prohibitions relative to securities.
Section 49:3-52.2 - Sales of securities, misleading use of senior-specific certifications.
Section 49:3-53 - Prohibited practices relative to investment adviser.
Section 49:3-54 - False, misleading statements.
Section 49:3-55 - Determination of validity of filed document.
Section 49:3-56 - Registration required.
Section 49:3-57 - Obtaining initial, renewal registration.
Section 49:3-58 - Denial, suspension, revocation of registration.
Section 49:3-59 - Maintenance of records, examination.
Section 49:3-60 - Offer or sale of securities, lawful; conditions.
Section 49:3-60.1 - Documents required to be filed.
Section 49:3-61 - Registration of security by qualification.
Section 49:3-61.1 - Coordination with federal registration.
Section 49:3-61.2 - Registration by notification.
Section 49:3-62 - Filing of registration statement, fee.
Section 49:3-63 - Filing of materials distributed to prospective investors.
Section 49:3-64 - Issuance of stop order.
Section 49:3-65 - Handling of filed documents.
Section 49:3-66 - Administration of act.
Section 49:3-67 - Rules, forms, orders from bureau chief.
Section 49:3-68 - Powers of bureau chief.
Section 49:3-68.1 - Restraints ordered by bureau chief.
Section 49:3-69 - Enforcement actions by bureau chief.
Section 49:3-70 - Violations, penalties.
Section 49:3-70.1 - Violations, civil penalties.
Section 49:3-71 - Action for deceit; liability.
Section 49:3-72 - Nonapplicability of act.
Section 49:3-73 - Consent to bureau chief as attorney for service of process.
Section 49:3-75 - Construction of act.
Section 49:3-76 - Severability of provisions
Section 49:3-77 - Information provided to prospective investors.
Section 49:3-78 - Agreements relative to exempted transaction.
Section 49:3-79 - Promulgation of legend, investor certification.
Section 49:3-80 - Requirements for Internet site.
Section 49:3-81 - Quarterly report to investors.
Section 49:3-82 - Criteria for disqualifying issuers from claiming exemption.
Section 49:3-83 - Regulations.
Section 49:3-84 - Short title.
Section 49:3-85 - Definitions relative to financial exploitation of vulnerable adults.
Section 49:3-86 - Notification to bureau, county adult protective services provider.
Section 49:3-87 - Notification of certain third party.
Section 49:3-88 - Delay of transaction, disbursement.
Section 48:3-89 - Provision of access to records.
Section 49:4-1 - Security; governing instrument defined
Section 49:4-2 - Shredding in lieu of cremation or incineration
Section 49:5-4 - Permission to proceed; hearings
Section 49:5-5 - Mailing shareholders; payment of expenses
Section 49:5-6 - Time for filing
Section 49:5-7 - Investigations
Section 49:5-8 - Prohibited acts
Section 49:5-9 - Takeover offer
Section 49:5-10 - Voting of securities; restrictions
Section 49:5-11 - Promulgation of regulations
Section 49:5-13 - Criminal penalties
Section 49:5-14 - Civil penalties
Section 49:5-15 - Rights and remedies
Section 49:5-16 - Conflict with other laws
Section 49:5-17 - Appeals procedure; judicial review; in lieu of prerogative writ
Section 49:5-18 - Severability clause
Section 49:5-19 - Application of Takeover Bid Disclosure Law