1818

LAWS OF MARYLAND

Ch. 569

FOR the purpose of clarifying ambiguities in, and expanding,
certain existing provisions prohibiting the making of a
take—over offer for equity securities of certain
corporations while certain administrative actions,
including investigations, by the Securities
Commissioner of this State are pending; providing for
the making of fair and accurate disclosure of an
offeror's intentions concerning certain matters prior
to owning a certain percent or more of any class of
equity securities of certain corporations, as a
condition to making a take-over offer within a certain
time of such purchases, or before the effective date of
this Act, whichever is later; providing that the
Commissioner of Securities of the State of Maryland
shall make certain investigations upon request of
certain target companies which are the subject to
take—over offers; and generally relating to take—over
offers.

BY repealing and reenacting, with amendments,

Article - Corporations and Associations
Section 11-905(e) and 11-906
Annotated Code of Maryland

(1975 Volume and 1977 Supplement)

BY adding to

Article — Corporations and Associations

Section 11-905(g)

Annotated Code of Maryland

(1975 Volume and 1977 Supplement)

SECTION 1. BE IT ENACTED BY THE GENERAL ASSEMBLY OF
MARYLAND, That section(s) of the Annotated Code of Maryland
be repealed, amended, or enacted to read as follows:

Article — Corporations and Associations

11-90 5.

(e) An offeror may not make a take-over offer
involving a target company, or acquire any equity securities
of a target company pursuant to the offer, at any time when
an administrative INVESTIGATION OR PROCEEDING or injunctive
proceeding has been [brought] INSTITUTED by the Commissioner
against the offeror for violation of this subtitle and has
not been COMPLETED IN THE CASE OF AN INVESTIGATION OR
finally determined IN THE CASE OF A PROCEEDING.

(G) AN OFFEROR MAY NOT MAKE A TAKE-OVER OFFER IF THE
OFFEROR OWNS 5 PERCENT OR MORE OF THE ISSUED AND OUTSTANDING
EQUITY SECURITIES OF ANY CLASS OF THE TARGET COMPANY, ANY OF
WHICH WERE PURCHASED WITHIN 1 YEAR BEFORE THE PROPOSED

TAKE-OVER OFFER, AND THE OFFEROR BEFORE MAKING ANY SUCH
PURCHASE, OR BEFORE JULY 1, 1978, WHICHEVER IS LATER,