Tender Offer Reform Act of 1984

Summary

Tender Offer Reform Act of 1984 - Amends the Securities Exchange Act of 1934 to change the deadline for submission of statements by a person acquiring more than a certain amount of specified classes of securities from within ten days of acquisition to within such time as the Securities and Exchange Commission shall prescribe. Permits the Commission to restrict or prohibit any person subject to such reporting requirements from acquiring, directly or indirectly, beneficial ownership of any additional shares of the equity security that is the subject of such a statement for up to two business days after the filing of the statement. Provides that when two or more persons act as a partnership, limited partnership, syndicate, or other group for the purpose of voting such group shall be deemed a person. Makes it unlawful, when certain conditions exist during a tender offer for any class of securities, for an issuer to: (1) enter into or amend agreements that increase the current or future compensation of any officer or director; (2) acquire any of its securities, except for routine acquisitions of securities through ongoing programs; or (3) grant voting power or issue any combination of securities which would in the aggregate constitute more than five percent of the issued and outstanding securities of a class or have more than five cent of the aggregate voting power of the issuer after such grant (unless approved by an affirmative vote of a majority of the aggregate voting securities of the issuer). Makes it unlawful for an issuer to purchase any of its securities at a price above the market from any person who holds more than three percent of the class of the securities to be purchased and has held such securities for less than two years (unless approved by an affirmative vote of a majority of the aggregate voting securities of the issuer).

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1 official file

• Introduced in Senate

  summary · EN · 21 June 1984

  Open at official source

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