Tender Offer Improvement Act of 1987

Summary

Tender Offer Improvement Act of 1987 - Amends the Securities Exchange Act of 1934 to require any person, upon acquiring ownership of more than two percent of an issuer's equity securities: (1) to make a public announcement on the same day such acquisition is completed; (2) to cease acquiring additional shares of such securities for two business days; and (3) within those two days, to file required information with the issuer, appropriate securities exchanges, and the Securities and Exchange Commission. Requires tender offers to remain open for 45 days, except offers not made in anticipation of, or in response to, another person's offer. Prohibits an issuer of securities from purchasing any of its securities or property at a price above the market price from any person who holds more than three percent of the class of securities to be purchased and has held them for less than two years, unless: (1) such purchase is approved by a majority of the issuer's aggregate voting securities; or (2) the issuer makes an offer, of at least equal value, to acquire its securities to all holders of securities of such class and to all holders of any class into which such securities may be converted. Amends the Clayton Act to eliminate the 15-day waiting period (and thus require a 30-day waiting period) following notification of a proposed acquisition in the case of a cash tender offer. Requires the 30-day acquisition waiting period to be extended for an additional 30 days (or 60 days if, after the acquisition, the U.S. assets or probable annual U.S. sales of the acquiring person would exceed $1,000,000,000) if the Federal Trade Commission (FTC) or the Attorney General requires submission of additional information or documentary material concerning the proposed acquisition. Directs the FTC to require that a premerger notification disclose: (1) whether the acquiring person intends to sell or close any facility or to terminate or alter any operation as a result of the acquisition; (2) the number of jobs likely to be lost as a result of such acquisition over each of the subsequent five years; (3) the revenue to government entities likely to be lost over each of the subsequent five years; (4) the aggregate liabilities and equities the acquiring person has before, and is likely to have after, such acquisition; and (5) each of the person's assets to be acquired that is likely to be used in any way to obtain credit or financing to carry out the acquisition. Directs the Assistant Attorney General and the FTC to make such information available to the public immediately after such a notification is filed.

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1 official file

• Introduced in Senate

  summary · EN · 5 February 1987

  Open at official source

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