Corporate Takeover Reform Act of 1989

Summary

Corporate Takeover Reform Act of 1989 - Amends the Securities Exchange Act of 1934 to require any person whose acquisition results in ownership of more than four percent (currently, five percent) of an issuer's equity securities to send specified information to the issuer, the appropriate securities exchange, and the Securities and Exchange Commission within one day (currently, ten days). Requires a tender offer to be held open for at least 60 days, except an issuer's tender offer, provided the issuer's offer is not made in anticipation of or in response to another person's offer. Includes as a "person" for purposes of such Act two or more persons acting together to acquire, vote, hold, or dispose of an issuer's securities. Prohibits the issuer of equity securities from acquiring any of its securities from an owner holding more than three percent of them (greenmail) unless the acquisition is: (1) approved by a majority vote of the issuer's outstanding voting securities; or (2) pursuant to a tender offer, or an invitation for tenders, to all holders of such class of securities. Prohibits conditioning securities holders' rights upon the acquisition of securities by a person other than the issuer (poison pills), unless such rights have been approved by a majority vote of the outstanding aggregate voting securities. Prohibits the establishment of compensation agreements defined as "excess parachute payments" under the Internal Revenue Code (golden parachutes) if such payments are contingent upon a corporate takeover, unless such agreements have been approved by a majority vote of the aggregate outstanding voting securities. Directs the Commission to promulgate regulations requiring confidential proxy voting. Requires that proxy statements include a fair treatment of proposals submitted by owners of at least three percent of the voting power of the company's securities. Allows the victim of securities fraud to recover up to twice the actual damages suffered if the trier of fact finds that the securities violation demonstrated wanton disregard for the rights of such victim.

This text is taken from the official record. PoliticalRepo does not editorialize.

Timeline

No timeline events have been ingested for this record yet.

Votes

No vote records are attached yet.

Versions

No version snapshots stored. Document URLs remain at the source.

Documents

2 official files

• Introduced in Senate (text)

  Introduced in Senate · EN

  ViewDownloadOpen at official source

• Introduced in Senate

  summary · EN · 22 June 1989

  Open at official source

Sponsors

No sponsors or actors listed by the source.

Related records

No cross-record relationships stored yet.