Corporate Integrity and Full Disclosure Act

Summary

Corporate Integrity and Full Disclosure Act - Amends the Securities Exchange Act of 1934 to reduce from ten to five days the period within which an acquirer of more than five percent of certain securities must report such acquisition to the Securities and Exchange Commission (SEC) and to each registered national securities association. Prohibits additional acquisitions by such a person until after such report has been filed with the SEC. Requires the SEC to initiate a rulemaking proceeding to require specified independent appraisal rules for transactions regarding: (1) repurchase of securities by the issuer (corporate restructures through leveraged buyouts); and (2) additional securities purchases by a person who is the owner of more than five percent of the same issuer's securities. Makes a person who violates the Act's margin requirements liable to certain private persons aggrieved by the violation (including individual shareholders and the issuer of the securities in question). Declares it is unlawful for a securities issuer's affiliate to purchase such issuer's securities in contravention of SEC rules. Defines such affiliate to include corporate managers who acquire five percent or more of a surviving corporation within three years of its stock repurchase. Authorizes the SEC to: (1) bring an action for a civil penalty in Federal district court for certain violations; and (2) seek equitable relief such as injunctions and orders compelling divestiture for such violations.

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2 official files

• Introduced in Senate (text)

  Introduced in Senate · EN

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• Introduced in Senate

  summary · EN · 16 November 1989

  Open at official source

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