CHAPTER 672b

THE CONNECTICUT TENDER OFFER ACT

Table of Contents

Sec. 36b-40. (Formerly Sec. 36-456). Short title: Connecticut Tender Offer Act.

Sec. 36b-41. (Formerly Sec. 36-457). Definitions.

Sec. 36b-42. (Formerly Sec. 36-458). Tender offers prohibited. Exceptions. Filing and delivery of registration statement or Schedule 14D-1.

Sec. 36b-43. (Formerly Sec. 36-459). Registration statement. Schedule 14D-1.

Sec. 36b-44. (Formerly Sec. 36-460). Effective date of tender offer. Exceptions. Hearing by commissioner.

Sec. 36b-45. (Formerly Sec. 36-461). Hearing by commissioner, when. Exceptions.

Sec. 36b-46. (Formerly Sec. 36-462). Fraudulent, deceptive and manipulative acts or practices prohibited.

Sec. 36b-47. (Formerly Sec. 36-463). Terms of tender offer. Purchase of security prohibited while proceeding pending.

Sec. 36b-48. (Formerly Sec. 36-464). Administration by Banking Commissioner. Regulations. Exemptions.

Sec. 36b-49. (Formerly Sec. 36-465). Filing fee. Cost of hearings.

Sec. 36b-50. (Formerly Sec. 36-466). Injunction. Commissioner not to post bond.

Sec. 36b-51. (Formerly Sec. 36-467). Penalties.

Sec. 36b-52. (Formerly Sec. 36-468). Appointment of commissioner as attorney for service of process.

Secs. 36b-53 to 36b-59. Reserved


Sec. 36b-40. (Formerly Sec. 36-456). Short title: Connecticut Tender Offer Act. Sections 36b-40 to 36b-52, inclusive, shall be known as the “Connecticut Tender Offer Act”.

(P.A. 76-362, S. 1, 14.)

History: Sec. 36-347a transferred to Sec. 36-456 in 1979; Sec. 36-456 transferred to Sec. 36b-40 in 1995.

Sec. 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.

Sec. 36b-42. (Formerly Sec. 36-458). Tender offers prohibited. Exceptions. Filing and delivery of registration statement or Schedule 14D-1. No person shall make a tender offer involving a target company in this state, or purchase any equity securities of a target company pursuant to such offer, unless the offer is effective under sections 36b-40 to 36b-52, inclusive, or is exempted by the commissioner. Before a tender offer becomes effective under said sections, the offeror shall file with the commissioner a registration statement containing the information prescribed in subsection (a) of section 36b-43, or, if applicable, a Schedule 14D-1 as prescribed in subsection (b) of section 36b-43, and not later than the date of filing the registration statement or Schedule 14D-1 shall deliver a copy of the registration statement or Schedule 14D-1, provided such Schedule 14D-1 contains all the information required by subsection (a) of section 36b-43, to the target company at its principal executive offices and publicly disclose the material terms of the proposed offer.

(P.A. 76-362, S. 3, 14; P.A. 81-121, S. 2, 9.)

History: Sec. 36-347c transferred to Sec. 36-458 in 1979; P.A. 81-121 replaced “acquire” any equity securities with “purchase” any equity securities, provided that an offeror may file a Schedule 14D-1 in lieu of a registration statement if applicable and replaced the requirement that the offeror send by certified or registered mail a copy of the registration statement to the target company with the requirement that the offeror deliver a copy of the registration statement or Schedule 14D-1 to the target company; Sec. 36-458 transferred to Sec. 36b-42 in 1995.

Sec. 36b-43. (Formerly Sec. 36-459). Registration statement. Schedule 14D-1. (a) The registration statement shall be filed on forms prescribed by the commissioner, shall be accompanied by a consent by the offeror to service of process and the filing fee prescribed in section 36b-49 and shall contain the following information and such additional information as the commissioner may prescribe: (1) Copies of all prospectuses, brochures, advertisements, circulars, letters, or other matter by means of which the offeror proposes to disclose to offerees all information material to a decision to accept or reject the offer; (2) the identity and background of all persons on whose behalf the acquisition of any equity security of the target company has been or is to be effected; (3) the source and amount of funds or other consideration used or to be used in acquiring any equity security of the target company; (4) a statement of any plans or proposals which the offeror, upon gaining control, may have to liquidate the target company, sell its assets, effect a merger or consolidation of it, or make any other major change in its business, corporate structure, management personnel, or policies of employment; (5) the number of shares of any equity security of the target company of which each offeror, including, in the case of corporations, partnerships and associations, each director, officer, ten per cent shareholder, affiliate, partner and associate, is the beneficial or record owner or has a right to acquire, directly or indirectly, together with the name and address of each such person; (6) particulars as to any contracts, arrangements, or understandings to which each offeror, including, in the case of corporations, partnerships and associations, each director, officer, ten per cent shareholder, affiliate, partner and associate is party with respect to any equity security of the target company, including without limitation transfers of any equity security, joint ventures, loan or option arrangements, puts and calls, guarantees of loan, guarantees against loss, guarantees of profits, division of losses or profits, or the giving or withholding of proxies, naming the persons with whom such contracts, arrangements, or understandings have been entered into; (7) the approximate amount of any material interest, direct or indirect, of any director, officer, ten per cent shareholder, affiliate, partner or associate of the offeror in any material transaction during the past three years, or in any proposed material transactions, with the target company to which the offeror or any of its affiliates was or is to be a party; (8) a description of any direct or indirect arrangement or understanding between each offeror, including, in the case of corporations, partnerships and associations, each director, officer, ten per cent shareholder, affiliate, partner and associate, and the target company, including each director, officer and ten per cent shareholder, or its affiliates with respect to (A) future employment of any ten per cent shareholder or any person serving as a director, officer, partner or associate, as the case may be, of the offeror or target company; (B) service by any such person on the board of directors of the target company or offeror or their affiliates; and (C) any compensation to be paid for such employment or such service; (9) if the offeror is required to file periodic reports and proxy materials under the Federal Securities Exchange Act of 1934, its latest annual report and proxy materials for its latest annual meeting at which directors were elected so filed or, if it is not required to file such reports and proxy materials, information concerning the offeror substantially comparable to the information required to be included in annual reports and proxy materials for an annual meeting at which directors are to be elected filed under such federal act; (10) information that discloses to employees, creditors and other interested persons in this state any significant impact upon them which may result from the consummation of the tender offer; (11) such other and further documents, exhibits, data and information as may be required by regulation of the commissioner, or as may be necessary to make fair and full disclosure to offerees of all information material to a decision to accept or reject the offer; and (12) the intended date of commencement of the tender offer. The commissioner may summarily delay the effective date of the offer if he determines that the registration statement does not contain all of the information specified above or does not provide full and fair disclosure to offerees of all material information concerning the offer.

(b) An offeror that makes a tender offer to acquire any securities of a target company, which tender offer is subject to Section 14(d) of the Securities Exchange Act of 1934, as amended, 15 USC 78n(d), shall file, in lieu of a registration statement under subsection (a) of this section, an originally executed Schedule 14D-1, including all exhibits thereto, provided such Schedule 14D-1 contains all the information required by subsection (a) of this section, with the commissioner concurrently with its filing with the Securities and Exchange Commission. The Schedule 14D-1 shall be accompanied by a consent by the offeror to service of process and the filing fee prescribed in section 36b-49.

(P.A. 76-362, S. 4, 14; P.A. 81-121, S. 3, 9.)

History: Sec. 36-347d transferred to Sec. 36-459 in 1979; P.A. 81-121 inserted a new Subdiv. (10) concerning the required disclosure of information to employees, creditors and other interested persons of any significant impact upon them resulting from the consummation of the tender offer and renumbered the remaining Subdivs. accordingly, and added Subsec. (b) requiring an offeror whose tender offer is subject to federal law to file a Schedule 14D-1 with the commissioner in lieu of a registration statement, together with a consent to service of process and a filing fee; Sec. 36-459 transferred to Sec. 36b-43 in 1995.

Sec. 36b-44. (Formerly Sec. 36-460). Effective date of tender offer. Exceptions. Hearing by commissioner. (a) A tender offer automatically becomes effective upon the commencement of such tender offer under Section 14(d) of the Securities Exchange Act of 1934, as amended, 15 USC 78n(d), or, if registration is made by the filing of a registration statement with the commissioner pursuant to subsection (a) of section 36b-43, ten days after the date of filing the registration statement with the commissioner unless delayed by order or unless prior thereto the commissioner schedules a hearing with respect to the offer. In the case of a registration statement filed pursuant to subsection (a) of section 36b-43, the commissioner may schedule a hearing if he deems it necessary or appropriate for the protection of offerees, employees or creditors of the target company or for the protection of any other significant interest of any person in this state. The commissioner also may schedule a hearing if he deems it necessary or appropriate for the protection of offerees in this state upon request by the target company, acting through its board of directors, or by signed petition of persons owning in the aggregate ten per cent of the outstanding equity securities of the class involved in the tender offer. If a hearing is called, in the case of a registration statement filed pursuant to subsection (a) of section 36b-43, the purchase of any equity security pursuant to a tender offer shall not become effective until registered by order of the commissioner. Registration is not to be deemed approval of the offer by the commissioner and no representation to the contrary shall be made.

(b) In the event that the commissioner is requested to hold a hearing by the target company, acting through its board of directors, and the commissioner determines not to hold such a hearing, he shall provide a statement in writing of his reasons for such determination.

(P.A. 76-362, S. 5, 14; P.A. 81-121, S. 4, 9; P.A. 82-126, S. 1, 2.)

History: Sec. 36-347e transferred to Sec. 36-460 in 1979; P.A. 81-121 provided that a tender offer made under federal law is automatically effective and, if registration is made by filing a registration statement, a tender offer is effective ten days after filing, provided the commissioner may schedule a hearing for the protection of employees or creditors of the target company or any other significant interest of any person, replaced the target company’s right to a hearing upon request with the provision that the commissioner may schedule a hearing if he deems it necessary or appropriate for the protection of offerees, and added Subsec. (b) providing that if the commissioner declines to hold a hearing after a request by the target company he shall explain his reasons therefor in writing; P.A. 82-126 made a technical change to Subsec. (a) by deleting an incorrect statutory reference; Sec. 36-460 transferred to Sec. 36b-44 in 1995.

Sec. 36b-45. (Formerly Sec. 36-461). Hearing by commissioner, when. Exceptions. Any hearing scheduled by the commissioner shall be held within twenty days of the date of filing of the registration statement and any determination made following the hearing shall be made within ten days after such hearing has been closed, unless extended by the commissioner with the consent of all interested parties. If, upon the hearing, the commissioner finds that the tender offer fails to provide for full and fair disclosure to offerees of all material information concerning the offer, or that the offer will not be made to all offerees on substantially equal terms or is in violation of any of the provisions of sections 36b-46 or 36b-47, he shall deny registration of the offer.

(P.A. 76-362, S. 6, 14; P.A. 78-204, S. 15.)

History: P.A. 78-204 required that offer be made to “offerees” rather than “officers” on equal terms; Sec. 36-347f transferred to Sec. 36-461 in 1979; Sec. 36-461 transferred to Sec. 36b-45 in 1995.

Sec. 36b-46. (Formerly Sec. 36-462). Fraudulent, deceptive and manipulative acts or practices prohibited. No offeror or target company or any affiliate of an offeror or target company or any broker or dealer acting on behalf of an offeror or target company shall engage in any fraudulent, deceptive or manipulative acts or practices in connection with a tender offer. Fraudulent, deceptive and manipulative acts or practices include, but are not limited to, the following:

(1) Publication or use in connection with the offer of any false statement of a material fact or omitting to state a material fact necessary to make the statements made by him not misleading, but not including the mailing by a target company to its security holders of solicitation materials published by an offeror.

(2) Acquisition by or through a broker or dealer acting on behalf of an offeror of any equity security of the target company in connection with a tender offer unless the broker or dealer files with the commissioner such information as he requires and to the extent permitted by the commissioner, or unless the broker or dealer did not know that the person for whom it acted was an offeror or that the acquisition was in connection with a tender offer.

(P.A. 76-362, S. 7, 14; P.A. 92-12, S. 93.)

History: Sec. 36-347g transferred to Sec. 36-462 in 1979; P.A. 92-12 redesignated Subdivs; Sec. 36-462 transferred to Sec. 36b-46 in 1995.

Sec. 36b-47. (Formerly Sec. 36-463). Terms of tender offer. Purchase of security prohibited while proceeding pending. (a) No offeror may make a tender offer involving a target company which is not made to all its holders in this state of the equity securities which are the subject of the offer on substantially the same terms as the offer is made to holders of said equity securities outside this state.

(b) An offeror shall provide that any equity securities of a target company deposited or tendered pursuant to a tender offer may be withdrawn by or on behalf of the offeree at any time up to the third day prior to the announced termination date except as the commissioner may otherwise prescribe for the protection of the offerees.

(c) If an offeror makes a tender offer for less than all of the outstanding equity securities of any class, and if the number of securities deposited or tendered pursuant thereto is greater than the number the offeror has offered to accept and pay for, the securities shall be accepted pro rata, disregarding fractions, according to the number of securities deposited or tendered by each offeree.

(d) If an offeror varies the term of a tender offer before its expiration date by increasing the consideration offered to the offerees, the offeror shall pay the increased consideration for all equity securities accepted, whether the securities have been accepted by the offeror before or after the variation in the terms of the offer.

(e) No offeror shall purchase any equity security pursuant to a tender offer at any time when an administrative or injunctive proceeding has been brought by the commissioner against the offeror for violation of sections 36b-40 to 36b-52, inclusive, while such proceeding has not been finally determined, unless otherwise ordered by a court of competent jurisdiction upon application by the offeror.

(f) The provisions of subsections (b), (c) and (d) of this section shall not apply to any tender offer that is subject to Section 14(d) of the Securities Exchange Act of 1934, as amended, 15 USC 78n(d), and the rules and regulations promulgated thereunder.

(P.A. 76-362, S. 8, 14; P.A. 81-121, S. 5, 9; P.A. 82-472, S. 117, 183.)

History: Sec. 36-347h transferred to Sec. 36-463 in 1979; P.A. 81-121 amended Subsec. (e) by replacing “make” with “purchase any equity security pursuant to” and adding Subsec. (f) providing that Subsecs. (b), (c) and (d) are not applicable to tender offers subject to federal law; P.A. 82-472 made a technical change in Subsec. (a); Sec. 36-463 transferred to Sec. 36b-47 in 1995.

Sec. 36b-48. (Formerly Sec. 36-464). Administration by Banking Commissioner. Regulations. Exemptions. (a) Sections 36b-40 to 36b-52, inclusive, shall be administered by the commissioner who may exercise all powers granted to him under sections 36a-11 to 36a-15, inclusive, 36a-19 to 36a-22, inclusive, 36a-65, 36a-215 and 36a-216 which are not inconsistent with said sections 36b-40 to 36b-52, inclusive.

(b) The commissioner may make regulations necessary to carry out the purposes of sections 36b-40 to 36b-52, inclusive, including, but not limited to, rules defining fraudulent, deceptive or manipulative acts or practices.

(c) The commissioner may exempt from any provisions of sections 36b-40 to 36b-52, inclusive, tender offers which he determines are not made for the purpose or do not have the effect of changing or influencing the control of a target company or where compliance with said sections is deemed by him not to be necessary for the protection of the security holders of the target company or other interested persons in this state and he may similarly exempt any persons from the filing of statements under said sections.

(d) The commissioner may direct any person to file any statement provided for in sections 36b-40 to 36b-52, inclusive, if it appears that such person is required to file such statement and is delinquent in the filing of such statement.

(P.A. 76-362, S. 9, 14; P.A. 81-121, S. 6, 9.)

History: Sec. 36-347i transferred to Sec. 36-464 in 1979; P.A. 81-121 amended Subsec. (c) by adding “or other interested persons in this state”; Sec. 36-464 transferred to Sec. 36b-48 in 1995.

Sec. 36b-49. (Formerly Sec. 36-465). Filing fee. Cost of hearings. (a) The commissioner shall charge a filing fee of five hundred dollars for a registration statement or Schedule 14D-1 filed by an offeror and two hundred fifty dollars for a request for hearing filed by a target company.

(b) The expenses reasonably attributable to any hearing held under sections 36b-40 to 36b-52, inclusive, shall be charged in such proportions as the commissioner shall determine to the offeror and the target company.

(P.A. 76-362, S. 10, 14; P.A. 81-121, S. 7, 9; P.A. 92-89, S. 8, 20.)

History: Sec. 36-347j transferred to Sec. 36-465 in 1979; P.A. 81-121 amended Subsec. (a) by adding “or Schedule 14D-1”; P.A. 92-89 increased the filing fee for a registration statement or Schedule 14D-1 filed by an offeror from $250 to $500; Sec. 36-465 transferred to Sec. 36b-49 in 1995.

Sec. 36b-50. (Formerly Sec. 36-466). Injunction. Commissioner not to post bond. Whenever it appears to the commissioner that any person, including a controlling person of an offeror or target company, has engaged or is about to engage in any act or practice constituting a violation of sections 36b-40 to 36b-52, inclusive, or any regulation or order thereunder, he may, through the Attorney General, bring an action in the name of the state for the superior court of the judicial district of Hartford to enjoin the acts or practices and to enforce compliance with said sections or any order or regulation thereunder. Upon a proper showing the court may grant a permanent or temporary injunction or restraining order or may order rescission of any sales or purchases of securities determined to be unlawful under said sections or any regulation or order thereunder. The commissioner shall not be required to post any bond.

(P.A. 76-362, S. 11, 14; P.A. 78-280, S. 6, 12; P.A. 88-230, S. 1, 12; 88-364, S. 53, 123; P.A. 90-98, S. 1, 2; P.A. 93-142, S. 4, 7, 8; P.A. 95-220, S. 4–6.)

History: P.A. 78-280 substituted “judicial district of Hartford-New Britain” for “Hartford county”; Sec. 36-347k transferred to Sec. 36-466 in 1979; P.A. 88-230 replaced “judicial district of Hartford-New Britain” with “judicial district of Hartford”, effective September 1, 1991; P.A. 88-364 made a technical change; P.A. 90-98 changed the effective date of P.A. 88-230 from September 1, 1991, to September 1, 1993; P.A. 93-142 changed the effective date of P.A. 88-230 from September 1, 1993, to September 1, 1996, effective June 14, 1993; Sec. 36-466 transferred to Sec. 36b-50 in 1995; P.A. 95-220 changed the effective date of P.A. 88-230 from September 1, 1996, to September 1, 1998, effective July 1, 1995.

Sec. 36b-51. (Formerly Sec. 36-467). Penalties. (a) Any person, including a controlling person of an offeror or target company, who violates sections 36b-40 to 36b-52, inclusive, or any regulation under said sections or any order of which he has notice, may be fined not more than five thousand dollars or imprisoned not more than five years or both. Each of the acts specified shall constitute a separate offense and a prosecution or conviction for any one of such offenses shall not bar prosecution or conviction for any other offense.

(b) Nothing in sections 36b-40 to 36b-52, inclusive, shall limit the power of the state to punish any person for any conduct which constitutes a crime under any other statute.

(P.A. 76-362, S. 12, 14.)

History: Sec. 36-347l transferred to Sec. 36-467 in 1979; Sec. 36-467 transferred to Sec. 36b-51 in 1995.

Sec. 36b-52. (Formerly Sec. 36-468). Appointment of commissioner as attorney for service of process. Each offeror filing a registration statement or Schedule 14D-1, if the principal place of business of such offeror is not located within the state, shall file with such registration statement or Schedule 14D-1 the irrevocable appointment in writing of the commissioner to be the lawful attorney of such offeror, upon whom all process in any suit, action or proceeding against such offeror which arises under sections 36b-40 to 36b-52, inclusive, may be served. In such irrevocable appointment, such offeror shall agree that any process against him which is served on the commissioner shall be of the same legal force and validity as if personally served on the offeror. Such irrevocable appointment shall be acknowledged before some officer authorized to take acknowledgments of deeds and shall be filed in the office of the commissioner.

(P.A. 76-362, S. 13, 14; P.A. 81-121, S. 8, 9.)

History: Sec. 36-347m transferred to Sec. 36-468 in 1979; P.A. 81-121 made the section applicable to an offeror who files a “Schedule 14D-1”; Sec. 36-468 transferred to Sec. 36b-52 in 1995.

Secs. 36b-53 to 36b-59. Reserved for future use.