Fraudulent and deceptive practices

It is unlawful for any offeror or offeree company, or any affiliate or associate of an offeror or offeree company, or any broker-dealer acting on behalf of any offeror or offeree company to engage in any fraudulent, deceptive or manipulative acts or practices in connection with a takeover offer. Fraudulent, deceptive and manipulative acts or practices include, but shall not be limited to, the following: (1) Publication, or use in connection with the offer, of any false statement of a material fact or omitting to state a material fact necessary to make any statement made by such entity which is not misleading, but not including the mailing by an offeree company to its shareholders of solicitation materials published by an offeror; (2) Sale by an officer, director, affiliate or associate of an offeree company in connection with a takeover offer of all or part of their equity securities to the offeror at a price higher than that to be paid to other offerees pursuant to the offer; (3) Refusal by an offeree company to permit, if required to do so by the applicable state corporation statute, an offeror who is a shareholder of record to examine its list of shareholders and to make extracts therefrom for the purpose of making a takeover offer in compliance with this part; and (4) Acquisition by or through a broker-dealer acting on behalf of an offeror of any equity security of the offeree company in connection with a takeover offer, unless such takeover offer is effective under this part or exempted by rule or order of the commissioner, or unless the broker-dealer did not know, and in the exercise of reasonable care could not have known, that the person for whom it acted was an offeror or that the acquisition was in connection with a takeover offer. The provisions and penalties of §§ 48-1-112 and 48-1-118 shall apply to broker-dealers who engage in any fraudulent, deceptive or manipulative acts or practices in connection with a takeover offer and who are registered as broker-dealers pursuant to chapter 1 of this title. Acts 1976, ch. 536, § 2; T.C.A., §§ 48-2106, 48-5-106, 48-35-106.

It is unlawful for any offeror or offeree company, or any affiliate or associate of an offeror or offeree company, or any broker-dealer acting on behalf of any offeror or offeree company to engage in any fraudulent, deceptive or manipulative acts or practices in connection with a takeover offer. Fraudulent, deceptive and manipulative acts or practices include, but shall not be limited to, the following:

(1) Publication, or use in connection with the offer, of any false statement of a material fact or omitting to state a material fact necessary to make any statement made by such entity which is not misleading, but not including the mailing by an offeree company to its shareholders of solicitation materials published by an offeror;

(2) Sale by an officer, director, affiliate or associate of an offeree company in connection with a takeover offer of all or part of their equity securities to the offeror at a price higher than that to be paid to other offerees pursuant to the offer;

(3) Refusal by an offeree company to permit, if required to do so by the applicable state corporation statute, an offeror who is a shareholder of record to examine its list of shareholders and to make extracts therefrom for the purpose of making a takeover offer in compliance with this part; and

curities to the offeror at a price higher than that to be paid to other offerees pursuant to the offer;

(3) Refusal by an offeree company to permit, if required to do so by the applicable state corporation statute, an offeror who is a shareholder of record to examine its list of shareholders and to make extracts therefrom for the purpose of making a takeover offer in compliance with this part; and

(4) Acquisition by or through a broker-dealer acting on behalf of an offeror of any equity security of the offeree company in connection with a takeover offer, unless such takeover offer is effective under this part or exempted by rule or order of the commissioner, or unless the broker-dealer did not know, and in the exercise of reasonable care could not have known, that the person for whom it acted was an offeror or that the acquisition was in connection with a takeover offer. The provisions and penalties of §§ 48-1-112 and 48-1-118 shall apply to broker-dealers who engage in any fraudulent, deceptive or manipulative acts or practices in connection with a takeover offer and who are registered as broker-dealers pursuant to chapter 1 of this title.

Acts 1976, ch. 536, § 2; T.C.A., §§ 48-2106, 48-5-106, 48-35-106.