A bill to amend the Securities and Exchange Act of 1934 to impose additional disclosure and fairness requirements with respect to corporate tender offers.
Investor Equality Act of 1989 - Amends the Securities Exchange Act of 1934 to reduce from ten days to five days the time in which required public disclosures must be filed with the Securities and Exchange Commission (Commission) by a person who acquires more than five percent of the securities of a corporation.
Prohibits any person required to file such disclosure statements from acquiring any additional securities until the required disclosures have been filed with the Commission and an announcement has been publicly disseminated in a nationally recognized financial news service.
Authorizes the Commission to bring a civil action for civil penalties or equitable relief for violations, or the aiding and abetting of a violation, of disclosure requirements, proxy solicitation requirements, and tender offer requirements.
Requires any person making a tender offer for shares of securities of a corporation to keep such offer open for a minimum of at least 35 business days. Extends such 35 business day period to 95 business days in cases where a qualified employee stock ownership plan notifies the offeror, the issuer, or the Commission, of the plan's intent to acquire additional securities of the issuer on terms which are substantially equivalent to other offers.
Prohibits any person from acquiring more than 25 percent of any of the shares of any class of securities in a corporation unless such acquisition is made pursuant to a tender offer.
Provides that any profit realized directly or indirectly in the sale of securities to the issuer of those securities (Greenmail) shall be recoverable by such issuer if the seller was the beneficial owner of more than three percent of the securities of the issuer and held any or all of the shares for less than one year prior to such sale. Allows an exception for transactions approved by a majority of the issuer's outstanding voting securities or pursuant to an offer made on equal terms with all shareholders. Provides that any action to recover such profits may be brought by the issuer or by the owner of any security of the issuer if the issuer fails or refuses to bring such action within 60 days after such request or fails to diligently prosecute such action.
States that the issuer of any class of equity security must have the approval of the majority of voting shareholders before such issuer may: (1) negotiate agreements increasing an officer's or director's compensation in an amount which would constitute an excess parachute payment (golden parachute) contingent upon a change of control of the issuer by stock or asset acquisition; and (2) establish any rights of securities holders with respect to assets or securities, if the exercisability of such rights is conditioned upon acquisition of the issuer's securities by another person.
Directs the Commission to promulgate regulations requiring: (1) confidential proxy voting (including consents and authorizations); and (2) the announcement of vote results following tabulation by an independent third party.
Grants any ten percent shareholder the right to have included in any proxy or other solicitation materials of the issuer any statement the shareholder wishes to make pertinent to the issue presented for shareholder vote, or to any other proposals on the issue submitted by other ten percent shareholders.
Introduced in Senate
Read twice and referred to the Committee on Banking.
Subcommittee on Securities. Hearings held. Hearings printed: S.Hrg. 101-499.
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