2019 Connecticut General Statutes
Title 36b - Connecticut Securities Law and Business Opportunity Investment Act
Chapter 672b - The Connecticut Tender Offer Act
Section 36b-41 - (Formerly Sec. 36-457). Definitions.
Except as otherwise provided in sections 36b-40 to 36b-52, inclusive, all terms used in said sections shall have the meanings ascribed to them under section 36-321 of the general statutes, revision of 1958, revised to January 1, 1977. As used in said sections:
(1) “Target company” means any stock corporation which is organized under the laws of this state, has its principal executive office in this state and has, on a consolidated basis, five hundred or more employees and fifty million dollars of tangible assets in this state, other than: (A) A domestic insurance company, as defined in section 38a-1; (B) a bank, as defined in subdivision (3) of subsection (a) of section 36-419 of the general statutes, revision of 1958, revised to January 1, 1993, or a bank holding company, as defined in subdivision (1) of subsection (a) of section 36-419 of the general statutes, revision of 1958, revised to January 1, 1993; (C) a public utility company or a holding company, as defined in Section 2 of the Federal Public Utility Holding Company Act of 1935, presently constituted as Section 79b of Title 15 of the United States Code, an acquisition of or by, or merger with which, is subject to approval by the appropriate federal agency as provided in said act; (D) a bank or bank holding company subject to the Federal Bank Holding Company Act of 1956, presently constituted as Section 1841 et seq. of Title 12 of the United States Code, an acquisition of or by, or merger with which, is subject to approval by the appropriate federal agency as provided in said act; or (E) a savings and loan holding company, as defined in Section 2 of the Federal Savings and Loan Holding Company Amendments of 1967, presently constituted as Section 1730a* of Title 12 of the United States Code, an acquisition of or by, or merger with which, is subject to approval by the appropriate federal agency as provided in said act.
(2) “Equity security” means (A) any stock or similar security carrying, at the time of the tender offer, the right to vote on any matter by virtue of the certificate of incorporation, bylaws or governing instrument of the target company or the right to vote for directors or persons performing substantially similar functions by operation of law; (B) any security, including debt securities, convertible into such stock or similar security; (C) any warrant or right to purchase such stock or similar security; (D) any security carrying any warrant to purchase such stock or similar security; or (E) any other security which for the protection of investors is deemed an equity security pursuant to regulation of the commissioner.
(3) “Offeror” means a person who makes or in any way participates in making a tender offer, and includes all affiliates and associates of that person. The term does not include a financial institution, a broker or dealer loaning funds or extending credit to any offeror in the ordinary course of its business, or any accountant, attorney, financial institution, broker, dealer, newspaper or magazine of general circulation, consultant or other person furnishing services or advice to or performing ministerial or administrative duties for an offeror and not otherwise participating in the takeover offer.
(4) “Affiliate” of a person means any person controlling, controlled by or under common control with that person.
(5) “Associate” of a person means any person acting jointly or in concert with that person for the purpose of acquiring, holding or disposing of, or exercising any voting rights attached to, the equity securities of a target company.
(6) “Control”, including the terms “controlling”, “controlled by” and “under common control with”, means the possession of the power to direct or cause the direction of the management and policies of a person unless the power is the result of an official position or office.
(7) “Offeree” means a record or beneficial owner of equity securities which an offeror acquires or offers to acquire in connection with a tender offer.
(8) “Tender offer” means the offer to acquire, or the acquisition of, any equity security of a target company, pursuant to a tender offer or request or invitation for tenders, if after acquisition the offeror would be directly or indirectly a record or beneficial owner of more than ten per cent of any class of the outstanding equity securities of the target company, but shall not include: (A) A bid made by a dealer for that dealer's own account in the ordinary course of that dealer's business of buying and selling such equity securities; (B) broker transactions effected by or through a broker or dealer in the ordinary course of its business; (C) an offer to exchange the securities of one issuer for the securities of another issuer, if the offer is registered or exempt from registration under the Federal Securities Act of 1933; (D) any offer to acquire such equity securities for the sole account of the offeror if there are no more than one hundred record owners of the voting securities of the target company at the time of the offer; (E) an offer which, if accepted by all offerees, will not result in the offeror having acquired more than two per cent of the same class of equity securities of the issuer within the preceding twelve-month period; (F) an offer by the issuer to acquire its own equity securities; (G) an isolated offer to purchase equity securities from individual security holders and not made to security holders generally; (H) an offer involving a vote of shareholders of the target company on a merger, consolidation or sale of corporate assets in consideration of cash or the issuance of securities of another corporation; and (I) any offer which the commissioner, by regulation or order, and after notice to the offeror and target company, shall exempt from the definition of tender offer as not being entered into for the purpose of, and not having the effect of, changing or influencing the control of the target company or otherwise as not comprehended within the purposes of sections 36b-40 to 36b-52, inclusive.
(9) “Commissioner” means the Banking Commissioner or any person designated by the Banking Commissioner to administer sections 36b-40 to 36b-52, inclusive.
(10) “Schedule 14D-1” means the schedule 14D-1 as prescribed by the Securities and Exchange Commission or such other form pertaining to disclosures in tender offers as the commissioner by regulation, rule or order may designate.
(P.A. 76-362, S. 2, 14; P.A. 77-614, S. 161, 587, 610; P.A. 78-303, S. 85, 136; P.A. 80-482, S. 264, 345, 348; P.A. 81-121, S. 1, 9; P.A. 82-472, S. 116, 183; P.A. 87-9, S. 2, 3; P.A. 92-12, S. 92; P.A. 03-19, S. 88; 03-84, S. 27; P.A. 04-257, S. 61.)
*Note: Section 1730a of Title 12 of the United States Code is repealed.
History: P.A. 77-614 and P.A. 78-303 replaced bank commissioner with banking commissioner within the department of business regulation, reflecting incorporation of banking department as a division of that department, effective January 1, 1979; Sec. 36-347b transferred to Sec. 36-457 in 1979; P.A. 80-482 restored banking division as an independent department and abolished the department of business regulation, allowing omission of reference to abolished department in commissioner's name; P.A. 81-121 amended Subsec. (a) to redefine “target company” and added Subsec. (j) to define a “Schedule 14D-1”; P.A. 82-472 made technical correction in Subdiv. (a); (Revisor's note: Pursuant to P.A. 87-9 “banking commissioner” was changed editorially by the Revisors to “commissioner of banking”); P.A. 92-12 redesignated Subsecs. and Subdivs. and made technical changes; Sec. 36-457 transferred to Sec. 36b-41 in 1995; P.A. 03-19 made a technical change in Subdiv. (1)(A), effective May 12, 2003; P.A. 03-84 changed “Commissioner of Banking” to “Banking Commissioner” in Subdiv. (9), effective June 3, 2003; P.A. 04-257 made technical changes in introductory language and Subdivs. (1), (3), (4) and (6), effective June 14, 2004.
