HARRY HUGHES, Governor                                    1891

[11-904.

(a)  It is unlawful for any offeror or target company or any
controlling person of an offeror or target company or any
broker-dealer acting on behalf of an offeror or target company to
engage in any fraudulent, deceptive or manipulative acts or
practices in connection with a take-over offer.

(b)  Fraudulent, deceptive and manipulative acts or
practices include, without limitation:

(1)  Publication or use in connection with the offer
of any untrue statement of a material fact or omitting to state a
material fact necessary in order to make the statements made, in
light of the circumstances under which they are made, not
misleading, but not including the mailing by a target company to
its stockholders of notices or solicitation materials published
by an offeror;

(2)  Sale by any director, officer or controlling
stockholder of a target company in connection with a take-over
offer of all or part of his equity securities to the offeror for
a consideration greater than that to be paid other stockholders
pursuant to the offer;

(3) Refusal in bad faith by a target company to
permit an offeror who is a stockholder of record, who is entitled
to do so pursuant to the applicable corporation statute, to
examine and make extracts from its list of stockholders for the
purpose of making a take-over offer in compliance with this
subtitle;

(4)  Acquisition by or through a broker-dealer acting
on behalf of an offeror of any equity security of the target
company in connection with a take-over offer unless the
broker-dealer files with the Commissioner such information as he
requires and to the extent permitted by rule or order by the
Commissioner, or unless the broker-dealer did not know and in the
exercise of reasonable care could not know that the person for
whom it acted was an offeror or that the acquisition was in
connection with a take-over offer; and

(5)  Any violation of §§ 11-902, 11-903 or 11-905 of
this subtitle,]

[11-905.

(a) An offeror may not make a take-over offer involving a
target company:

(1) Which is not made to all its stockholders in this
State; or