N.J. Stat. tit. 49, ch. 5

in effect

N.J. Stat. § 49:5-1 Short title

This act shall be known and may be cited as the "New Jersey Corporation Takeover Bid Disclosure Law." L.1977, c. 76, s. 1, eff. April 27, 1977.

N.J. Stat. § 49:5-2 Definitions

As used in this act, the following terms shall have the respective meanings hereinafter set forth, unless the context shall otherwise require: a. An "associate" of a person means: (1) Any corporation or other organization of which such person is an officer, director or partner, or is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities; (2) Any person who is, directly or indirectly, the beneficial owner of 10% or more of any class of equity securities of such person; (3) Any trust or estate in which such person has a substantial beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; or (4) The spouse of such person, or any relative of such person or of such spouse who has the same home as such person. (5) Any person acting jointly or in concert with the offeror for the purpose of acquiring, holding, or disposing of, or exercising any voting rights attached to the equity securities of a target company. b. "Bureau" means the Bureau of Securities in the Division of Consumer Affairs in the Department of Law and Public Safety. c. "Equity security" means: (1) Any stock or similar security carrying, at the time of the takeover offer, the right to vote on any matter by virtue of the articles of incorporation, bylaws or governing instrument of the target company or the right to vote for directors or person performing substantially similar functions by operation of law; (2) Any security convertible with or without consideration into stock or a similar security, as described in c.(1) above; (3) Any warrant or right to purchase stock or a similar security, as described in c.(1) above; (4) Any security carrying any warrant or right to purchase stock or similar security, as described in c.(1) above; or (5) Any other security which for the protection of investors is deemed an equity security pursuant to regulation of the bureau chief. d. "Number of shares" means, with respect to any equity security which is not stock or a similar security, the number of shares of stock or a similar security, as described in c.(1) above: (1) Into which such security is convertible; or (2) Which such equity security evidences or carries the right to purchase. e. "Offeror" means a person who makes or in any way participates in making a takeover offer, and includes all affiliates and associates of that person. The term does not include a financial institution or broker-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 information, services or advice to or performing ministerial or administrative duties for an offeror and not otherwise participating in the takeover offer. f. "Offeree" means a record or beneficial owner of any equity security which an offeror acquires or offers to acquire in connection with a takeover offer. g. "Person" includes an individual, a partnership, a corporation, an unincorporated association or a trust. h. "Shares" means and includes any equity security, however its units are denominated. i. A "securityholder" of a specified person is one who owns any security of such person, including common stock, preferred stock, debt obligations, and any other security convertible into or evidencing the right to acquire any of the foregoing. j. A "subsidiary" of a company is any corporation whose outstanding stock of any class or classes having by the terms thereof ordinary voting power to elect a majority of the directors of such corporation, irrespective of whether or not at the time stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency, is at the time owned by such company directly or indirectly. k. An "offeror's presently owned shares" is the aggregate number of shares of a target company which are on the date of a takeover bid either beneficially owned or subject to a right of acquisition directly or indirectly, by the offeror and each associate of the offeror. l . (1) A "takeover bid or takeover offer" is an offer made by an offeror directly or through an agent by advertisement or any other written or oral communication to offerees to purchase such number of shares of any class of equity securities of the target company that: (a) Together with the offeror's presently owned shares of that class, will in the aggregate exceed 10% of the outstanding shares of such class; or (b) Together with an offeror's presently owned shares of all classes of equity securities of the target company, will in the aggregate, after giving effect to all conversion and purchase rights held and to be acquired by the offeror, exceed 10% of the number of shares of stock or a similar security of the target company which will be outstanding. (2) A "takeover bid" does not include, with respect to any class of securities of the target company: (a) An isolated offer to purchase shares from individual shareholders not made to shareholders generally; (b) An offer made by an issuer to purchase its own shares or shares of a subsidiary; (c) An offer to purchase shares of a class not registered pursuant to s. 12 of the Securities Exchange Act of 1934; (d) An offer made to not more than 10 persons in this State during any period of 12 consecutive months; or (e) An offer as to which the target company, acting through its board of directors, recommends acceptance to its shareholders, provided that the terms thereof, including any inducements to officers or directors which are not made available to all shareholders, have been furnished to shareholders. (f) An offer effected by or through a broker-dealer in the ordinary course of his business without solicitation of orders to sell equity securities of the target company; (g) An offer, if the acquisition by the offeror, in the instant transaction and in all acquisitions of equity securities of the same class during the preceding 12 months, does not exceed 2% of that class of outstanding equity securities of the target company; (h) An offer to purchase shares of a company whose capital assets do not exceed $5,000,000.00; m. A "target company" is any corporation or other issuer of securities which is either organized under the laws of the state or has its principal place of business or substantial portion of its total assets in this State. A target company does not include: (1) A domestic insurer subject to to the provisions of P.L.1970, c. 22 (C. 17:27A-1 et seq.); or (2) A bank in the possession of the Commissioner of Banking pursuant to the provisions of C. 17:9A-266 et seq.; or (3) A savings and loan association undergoing dissolution and liquidation pursuant to the provisions of C. 17:12B-288 et seq. and C. 17:12B-270. L.1977, c. 76, s. 2, eff. April 27, 1977.

N.J. Stat. § 49:5-3 Disclosure

a. Filing requirements. No offeror shall make a takeover bid unless at least 20 days before such takeover bid is made such offeror has filed with the bureau and has sent by certified mail to the target company at its principal office a statement containing the information required by this section and such takeover bid has been permitted to proceed by the bureau chief in the manner hereinafter prescribed in this act. The material terms of the proposed offer shall be publicly disclosed by the offeror to the leading wire services for the financial press. b. The disclosure statement shall be filed on forms prescribed by the bureau chief, and shall be accompanied by a consent by the offeror to service of process and the filing fee specified in section 11, and shall contain the following information and such additional information as the bureau chief, by regulation prescribes: (1) The identity of and material information concerning the offeror, including: (i) If the offeror is a corporation, information concerning its organization, including the year and jurisdiction of its organization, a description of each class of its capital stock and long-term debt, a description of the business done by the offeror and its affiliates and any material changes therein during the past 3 years, a description of the location and character of the principal properties of the offeror and its affiliates, a description of any material pending legal or administrative proceedings in which the offeror or any of its affiliates is a party, the names of all directors and executive officers of the offeror and their material business activities and affiliations during the past 3 years; (ii) If the offeror is not a corporation, information concerning the background of the person, including his material business activities and affiliations during the past 3 years, and a description of any material pending legal or administrative proceeding in which that person is a party, as well as any conviction of crimes other than minor traffic violations during the past 10 years; (2) The source and amount of funds or other consideration used or to be used in acquiring any equity security, including a statement describing any securities which are being offered in exchange for the equity securities of the target company, and if any part of the acquisition price is or will be represented by borrowed funds or other consideration, a description of the transaction and the names of all parties; provided, however, that where a source of such consideration is a loan made by a banking institution in such lender's ordinary course of business, the identity of the lender shall remain confidential, if the person filing the statement so requests. (3) Audited financial information as to the earnings and financial condition of such offeror for the preceding 5 fiscal years of such offeror or for such lesser period as such offeror and any predecessors thereof shall have been in existence), and similar unaudited information as of a date not earlier than 90 days prior to the filing of the statement. (4) Any plans or proposals which such offeror may have to liquidate such target company, to sell its assets or merge or consolidate it with any person, or to make any other material change in its business or corporate structure or management (with particular emphasis upon the changes that will occur within the State of New Jersey) and full details as to the manner in which the acquisition will be accounted for on the records of the offeror. (5) The number of shares or units of any equity security of the target company of which each offeror is the record or beneficial owner or which the offeror has a right to acquire, directly or indirectly; (6) Information as to any contracts, arrangements, understandings or negotiations with any person with respect to any equity security of the target company, including 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 those contracts, arrangements or understandings have been entered into; (7) Information as to any contracts, arrangements, understandings or negotiations with any person who is an officer, director, administrator, manager, executive employee or record or beneficial owner of equity securities of the target company with respect to the tender of any equity securities of the target company, the purchase by the offeror of any equity securities owned by that person otherwise than pursuant to the takeover offer, the retention of any person in his present position or in any other management position or with respect to that person giving or withholding a favorable recommendation to the takeover offer; and (8) A description of the provisions made or to be made for providing all material information concerning the takeover offer to the offerees, including a description of the proposed takeover offer in the form proposed to be published or sent the offerees initially disclosing the takeover offer. (9) The number of shares of any security subject to the takeover bid which such offeror proposes to acquire, and the terms of the takeover bid referred to in subsection a., and a statement as to the method by which the fairness of the proposal to the offerees was arrived at. (10) A description of the purchase of any security subject to the takeover bid during the 12 calendar months preceding the filing of the statement, by such offeror, including the dates of purchase, names of the purchasers, and consideration paid or agreed to be paid therefor. (11) A description of any recommendations to purchase any security subject to the takeover bid made during the 12 calendar months preceding the filing of the statement, by such offeror, or by anyone based upon interviews or at the suggestion of such offeror. (12) Copies of all tender offers for, requests or invitations for tenders of, exchange offers for, and agreements to acquire or exchange any securities subject to the takeover bid and (if distributed) of additional soliciting material relating thereto. (13) The terms of any agreement, contract or understanding made with any broker-dealer as to solicitation of securities subject to the takeover bid for tender, and the amount of any fees, commissions or other compensation to be paid to broker-dealers with regard thereto. (14) Such additional information as the bureau chief may by rule or regulation or order prescribe as necessary or appropriate for the achievement of the functions and objectives described in section 4 of this act. If the person required to file the statement referred to in subsection a. is a partnership, limited partnership, syndicate or other group, the bureau chief may require that the information called for by paragraphs (1) through (14) shall be given with respect to each partner of such partnership or limited partnership, each member of such syndicate or group, and each person who controls such partner or member. If any such partner, member or person is a corporation or the person required to file the statement referred to in subsection a. is a corporation, the bureau chief may require that the information called for by paragraphs (1) through (14) shall be given with respect to such corporation, each officer and director of such corporation, and each person who is directly or indirectly the beneficial owner of more than 10% of the outstanding voting securities of such corporation. If any material change occurs in the facts set forth in the statement filed with the bureau and sent to such target company pursuant to this section, an amendment setting forth such change, shall be filed with the bureau and sent to such target company within 2 business days after the person learns of such change. L.1977, c. 76, s. 3, eff. April 27, 1977.

N.J. Stat. § 49:5-4 Permission to proceed; hearings

a. The bureau chief shall permit any takeover bid referred to in subsection a of section 3 of this act unless after a public hearing thereon, referred to in subsection b. of this section, he finds that: (1) The financial condition of the offeror is such as to jeopardize the financial stability of the target company, or prejudice the interests of any employees, or securityholders who are unaffiliated with the offeror; (2) The terms of the takeover bid are unfair or inequitable to the securityholders of the target company; (3) The plans and proposals which the offeror has to make any material change in the target company's business or corporate structure or management, are not in the interest of the target company's remaining securityholders, or employees; (4) The competence, experience and integrity of those persons who would control the operation of the target company are such that it would not be in the interest of the target company's remaining securityholders, or employees, to permit the takeover; or (5) The terms of the takeover bid do not comply with the provisions of this act. b. A public hearing shall be held at a time and place fixed by the bureau chief if, within 20 days after the filing of the statement referred to in subsection a of section 3 of this act, he shall determine that such a public hearing is necessary or shall receive from the target company, acting by resolution of its board of directors, a written request for such a public hearing, unless the bureau chief finds that no cause for hearing exists. Written notice of such determination or of the receipt of such request shall be promptly sent to the offeror and the target company by the bureau chief. At least 20 days' notice of the holding of any such public hearing shall be given by the bureau chief to the offeror filing the statement and to the target company. No less than 7 days' notice of such public hearing shall be given by the offeror filing the statement to such other persons as may be designated by the bureau chief. The target company shall give such notice to its securityholders. The bureau chief shall make a determination within 60 days after the conclusion of such hearing. At such hearing, the offeror filing the statement, the target company, and any other person the bureau chief determines has sufficient interest shall have the right to present evidence, examine and cross-examine witnesses, and offer oral and written arguments and in connection therewith shall be entitled to conduct discovery proceedings in the same manner as is allowed in the Superior Court of this State, or pursuant to such other procedure as may be established by the bureau chief. All discovery proceedings shall be concluded not later than 3 days prior to the commencement of public hearings. L.1977, c. 76, s. 4, eff. April 27, 1977.

N.J. Stat. § 49:5-5 Mailing shareholders; payment of expenses

To the extent permitted by applicable Federal laws, rules and regulations, all notices of public hearings held pursuant to section 4 of this act shall be mailed by the target company to its shareholders within 5 business days after the target company has received such notification from the bureau chief. The cost of mailing shall be borne by the offeror making the filing. As security for the payment of such expenses, such offeror shall file with the bureau an acceptable bond or other deposit in an amount to be determined by the bureau. L.1977, c. 76, s. 5, eff. April 27, 1977.

N.J. Stat. § 49:5-6 Time for filing

a. Copies of all advertisements, circulars, letters or other materials published by the offeror or the target company, soliciting or requesting the acceptance or rejection of the takeover offer, with the exception of the initial press release by the offeror to the wire services announcing the intention to make a takeover offer, shall be filed with the bureau chief and sent to the target company or offeror, respectively, not later than the time copies of such solicitation or recommendation are first published or sent or given to offerees. b. The materials described in subsection a. of this section shall not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements made, in the light of the circumstances under which they were made, not misleading. The bureau chief may by order prohibit the use of any materials deemed false or misleading. L.1977, c. 76, s. 6, eff. April 27, 1977.

N.J. Stat. § 49:5-7 Investigations

a. The bureau may make such investigations within or outside of this State as it deems necessary to determine whether any person has violated or is about to violate the provisions of this act or any order of the bureau chief, and may require any person subject to the investigation to pay the actual costs of the investigation including $50.00 per day for the time of the investigator. The bureau chief shall have power to issue subpenas and subpenas duces tecum to require the attendance of any person and the production of any papers for the purposes of such investigation. b. If, in the course of any investigation or hearing conducted by the bureau chief pursuant to this act, a person refuses to answer a question or questions or produce evidence of any kind on the ground that he will be exposed to criminal prosecution or penalty or to forfeiture of his estate thereby, the bureau chief may order the person to answer the question or questions or produce the requested evidence and confer immunity as in this section provided. If upon issuance of such an order, the person complies therewith, he shall be immune from having such responsive answer given by him or such responsive evidence produced by him, or evidence derived therefrom used to expose him to criminal prosecution or penalty or to a forfeiture of his estate, except that such person may nevertheless be prosecuted for any perjury committed in such answer or in producing such evidence, or for contempt for failing to give an answer or produce evidence in accordance with the order of the bureau chief and any such answer given or evidence produced shall be admissible against him upon any criminal investigation, proceeding or trial against him for such perjury, or upon any investigation, proceeding or trial against him for such contempt. L.1977, c. 76, s. 7, eff. April 27, 1977.

N.J. Stat. § 49:5-8 Prohibited acts

No person shall engage in any fraudulent, deceptive or manipulative acts or practices in connection with a takeover offer. Fraudulent, deceptive and manipulative acts or practices include, without limitation: a. Solicitation of any offeree for acceptance or rejection of a takeover offer, or acquisition of any equity security of a target company pursuant to a takeover offer, that has not been permitted to proceed or exempt under this act. b. Publication or use in connection with the offer of any untrue statement of 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 were made, not misleading, but not including the mailing by a target company to the record or beneficial owners of its equity securities of solicitation materials published by an offeror. c. Sale by any officer, director, affiliate or associate of a target company of all or any part of their equity securities to the offeror at a price higher than that to be paid to the offerees pursuant to the offer, unless the sales are made at the then existing market price. d. Acquisition by the offeror, after announcement of the takeover offer and prior to its termination, of equity securities of the target company otherwise than pursuant to the takeover offer. L.1977, c. 76, s. 8, eff. April 27, 1977.

N.J. Stat. § 49:5-9 Takeover offer

a. An offer shall provide that any equity securities of a target company deposited or tendered pursuant to a takeover offer may be withdrawn by or on behalf of any offeree at any time up to the third day prior to the announced termination date, except as the bureau chief may otherwise prescribe by rule or order for the protection of the offerees. b. If an offeror makes a takeover offer for less than all 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. c. If an offeror varies the term of a takeover 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. d. No offeror shall make a takeover offer at any time when an administrative or injunctive proceeding has been brought by the bureau chief against the offeror for violation of this chapter that has not been finally determined. e. An offeror may not make a takeover offer involving a target company which is not made to the owners of equity securities of the target company who are residents of this State. L.1977, c. 76, s. 9, eff. April 27, 1977.

N.J. Stat. § 49:5-10 Voting of securities; restrictions

No security of a target company acquired pursuant to a takeover bid in contravention of the provisions of this act or of any rule, regulation or order issued by the bureau chief hereunder may be voted at any shareholders' meeting, or may be counted for quorum purposes, and any action of shareholders requiring the affirmative vote of a percentage of shares may be taken as though such securities were not issued and outstanding; but no action taken at any such meeting shall be invalidated by the voting of such securities, unless the action would materially affect control of the target company or unless a court of this State has so ordered. If a target company or the bureau chief has reason to believe that any equity security of the target company has been or is about to be acquired in contravention of the provisions of this act or of any rule, regulation, or order issued by the bureau chief hereunder, the target company or the bureau chief may apply to the Superior Court to enjoin any such acquisition, to enjoin the voting of any security so acquired, to void any vote of such security already cast at any meeting of shareholders, and for such other equitable relief as the nature of the case and the interests of the target company's securityholders, employees, customers or creditors or of the public may require. In any case where an offeror has acquired or is proposing to acquire any voting securities in violation of this act or any rule, regulation or order issued by the bureau chief hereunder, the Superior Court may, on such notice as the court deems appropriate, upon the application of the target company or the bureau chief seize or sequester any voting securities of the target company owned directly or indirectly by such offeror and issue such orders with respect thereto as may be appropriate to effectuate the provisions of this act. Notwithstanding any other provisions of law, for the purposes of this act the situs of the ownership of the securities of target companies shall be deemed to be in this State. L.1977, c. 76, s. 10, eff. April 27, 1977.

N.J. Stat. § 49:5-11 Promulgation of regulations

a. This act shall be administered by the Chief of the Bureau of Securities in the Division of Consumer Affairs in the Department of Law and Public Safety, who may promulgate regulations necessary to carry out the purposes of this act, including regulations defining fraudulent, deceptive and manipulative acts and practices and other terms used herein. b. The bureau chief shall set a filing fee for a disclosure statement filed by an offeror and the same amount for a request for hearing filed by a target company. Such fees may be set so as to raise sufficient revenue for funding the purposes of this act. L.1977, c. 76, s. 11, eff. April 27, 1977.

N.J. Stat. § 49:5-12 Injunctions

a. Whenever it appears to the bureau chief that any person has engaged or is about to engage in any act or practice constituting a violation of any provision of this act or any regulation or order adopted under this act, the bureau chief may investigate and issue orders and notices including cease and desist orders and notices. In addition to all other remedies, he may bring an action in any Superior Court of this State in the name and on behalf of the State against any person or persons participating in or about to participate in a violation, to enjoin those persons from continuing or doing any act in violation of this act or to enforce compliance. In any court proceedings, the bureau chief may apply for and on due showing be entitled to have issued the court's subpena requiring the appearance of any defendant and the defendant's employees or agents and the production of documents, books and records as may appear necessary for the hearing of the petition, to testify and give evidence concerning the acts or conduct or things complained of in the action. Upon a proper showing, the court may grant a permanent or preliminary injunction or temporary restraining order or may order rescission of any sales, tenders for sale, purchase or tenders for purchase of equity securities determined to be unlawful under this act or any regulation or order of the bureau chief. b. Whenever any person has engaged or is about to engage in any act or practice constituting a violation of this act or any regulation or order adopted thereunder, the offeror, target company or any record or beneficial owner of an equity security of the target company may bring an action to enjoin that person from continuing or doing any act in violation of this act or to enforce compliance. Upon a proper showing, the court may grant a permanent or preliminary injunction or temporary restraining order or may order rescission of any sales, tenders for sale, purchases or tenders for purchase of equity securities determined to be unlawful under this act or any regulation or order of the bureau chief. L.1977, c. 76, s. 12, eff. April 27, 1977.

N.J. Stat. § 49:5-13 Criminal penalties

a. Any person who makes a takeover offer involving a target company without a disclosure statement required under section 3, may be imprisoned for a period not to exceed 1 year, or fined an amount not to exceed $10,000.00 or both. b. Any person who, in connection with a takeover offer, knowingly makes or causes to be made to the bureau chief any representation of a material fact which he knows to be false, or knowingly withholds or causes to be withheld from the bureau chief any information the disclosure of which he knows is necessary, in light of the circumstances, to make not misleading other representations of material facts made or caused to be made by him to the bureau chief, may be imprisoned for a period of not less than 1 year nor more than 5 years, or fined an amount not to exceed $50,000.00 or both. c. Any person who in connection with a takeover offer knowingly publishes or causes to be published any representation of a material fact which he knows to be false, or knowingly omits to publish information which he knows is necessary, in light of the circumstances, to make not misleading other representation of material facts published or caused to be published by him, may be imprisoned for a period not less than 1 nor more than 5 years, or fined an amount not to exceed $50,000.00, or both, provided, however, this subsection shall not apply to the mailing by a target company to the record or beneficial owners of its equity securities of solicitation materials published by an offeror. d. Any person who knowingly violates any provision of this act for which a specific criminal penalty is not otherwise provided may be imprisoned for a period not to exceed 1 year, or fined an amount not to exceed $10,000.00, or both. L.1977, c. 76, s. 13, eff. April 27, 1977.

N.J. Stat. § 49:5-14 Civil penalties

14. Civil Penalties. In addition to any other sanctions herein or otherwise provided by law, the bureau chief, upon notice and hearing, may impose a penalty not exceeding $10,000.00 for any violation of this act or of any rule or regulation duly issued hereunder. Such penalty shall be recovered by and in the name of the bureau chief in a civil action by a summary proceeding under "the penalty enforcement law" (N.J.S.2A:58-1 et seq.) in the Superior Court or a municipal court which shall have jurisdiction to enforce said penalty enforcement law in connection with this act. Where any violation of this act or of any rule or regulation duly issued hereunder is of a continuing nature, each day during which such violation continues after the date fixed by the bureau chief in any order or notice for the correction or termination of such violation, shall constitute an additional separate and distinct offense, except during the time an appeal from said order or notice may be taken or is pending. L.1977,c.76,s.14; amended 1991,c.91,s.474.

N.J. Stat. § 49:5-15 Rights and remedies

a. Any offeror who purchases an equity security in connection with a takeover offer not in compliance with this act or by means of any untrue statement of a material fact or any omission to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading, shall be liable to the person selling the security to him. That person may sue either at law or in equity. As used in this section, "damages" means an amount equal to the market value of the shares acquired by the offeror plus any dividends or interest paid thereon to the offeror or any person holding under him and minus the consideration received for the shares from the offeror. For the purpose of paragraph (2) of subsection b. of this section, market value is the greater of the market value on the date the action is commenced or on the date of tender. For the purpose of subsection e. of this section, market value is measured on the date when the offer to pay damages is made. b. An offeree who is entitled to recover pursuant to subsection a. may bring a civil action: (1) To recover such shares, if the offeror still owns them, together with all dividends or interest received thereon, costs and reasonable attorneys' fees, upon the tender of the consideration received from the offeror; or (2) For the substantial equivalent in damages. c. Every person who directly or indirectly controls a person liable under subsection b., every partner, principal executive officer or director of such person, every person occupying a similar status or performing similar functions, every employee of such person who materially aids in the act or transaction constituting the violation, and every broker-dealer or agent who materially aids in the act or transaction constituting the violation, is also liable jointly and severally with and to the same extent as such person, unless the person liable hereunder proves that he did not know, and in the exercise of reasonable care could not have known, of the existence of the facts by reason of which the liability is alleged to exist. There shall be contribution as in cases of contract among the several persons so liable. d. Any tender specified in this section may be made at any time before entry of judgment. e. If any person liable by reason of subsection a. or c. makes a written offer, before suit is brought, to return the shares taken up pursuant to the takeover bid, together with all dividends or interest received thereon, upon the tender of the consideration received from the offeror, or to pay damages if the offeror no longer owns such shares, an offeree is not entitled to maintain a suit under this section if he has refused or failed to accept such offer within 30 days of its receipt. L.1977, c. 76, s. 15, eff. April 27, 1977.

N.J. Stat. § 49:5-16 Conflict with other laws

All laws and parts of laws of this State inconsistent with this act are hereby superseded with respect to matters covered by this act; provided, however, that, nothing contained herein shall limit the power of the State to proceed against any person for conduct which constitutes a crime under any other statute, and further provided that, nothing contained herein shall affect the applicability of the New Jersey Anti-trust Act, P.L.1970, c. 73 (C. 56:9-1 et seq.) or the rights conferred therein. L.1977, c. 76, s. 16, eff. April 27, 1977.

N.J. Stat. § 49:5-17 Appeals procedure; judicial review; in lieu of prerogative writ

a. Any person aggrieved by any act, determination, rules, regulation, or order or any other action of the bureau chief pursuant to this act may appeal to the Appellate Division of Superior Court. b. The filing of an appeal pursuant to this action shall stay the application of any such rule, regulation, order or other action of the bureau chief to the appealing party unless the court, after giving such party notice and an opportunity to be heard, determines that such a stay would be detrimental to the interests of the target company's security holders, employees, customers or creditors or of the public. c. Any person aggrieved by any failure of the bureau chief to act or to make determination required by this act may commence an action in the Superior Court for an order in lieu of a prerogative writ directing the bureau chief to act or make such determination forthwith. L.1977, c. 76, s. 17, eff. April 27, 1977.

N.J. Stat. § 49:5-18 Severability clause

If any provision of this act, or any application of any provision, is held invalid, the invalidity shall not affect other applications of the provision, or other provisions of the act, which reasonably can be given effect despite the invalidity. L.1977, c. 76, s. 18, eff. April 27, 1977.

N.J. Stat. § 49:5-19 Application of Takeover Bid Disclosure Law

a. If the target company is a financial institution subject to regulation by the Commissioner of Banking, or a public utility corporation subject to regulation by the Board of Public Utility Commissioners, or a transportation company subject to regulation by the Commissioner of Transportation, the bureau chief shall promptly furnish a copy of the registration statement filed under this act to the regulatory agency having supervision of the target company. Any hearing under this act involving any such target company shall be held jointly with the regulatory agency having supervision, and any determination following the hearing shall be made jointly with that regulatory agency. b. If the target company is a public utility, public utility holding company, national banking association, bank holding company, savings and loan association or savings and loan holding company subject to regulation by a Federal agency and the takeover of such company is subject to approval by that agency this act shall not apply. c. Where a takeover bid or takeover offer subject to the filing requirements of section 3 of this act is also subject to similar laws of another state, or to review by Federal agencies, or other State agencies; the bureau chief may, at his discretion, hold joint hearings and otherwise cooperate with such State and Federal agencies, provided such cooperation furthers the purposes of this act and does not impair the ability of the bureau chief to proceed and make all requisite findings under section 4 of this act. d. This act shall not apply to any offer involving a class vote by shareholders of the target company, pursuant to its articles of incorporation or the applicable corporation statute, on a merger, consolidation or sale of corporate assets in consideration of the issuance of securities of another corporation, or sale of its securities in exchange for cash or securities of another corporation. L.1977, c. 76, s. 19, eff. April 27, 1977.

Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://www.njleg.state.nj.us/legislative-activity/statutesFetched: 10/17/2026