A bill to amend the Securities and Exchange Act of 1934.

Amends the Securities and Exchange Act of 1934 to make it unlawful for an issuer to purchase any of its securities at a price above the market from any person who holds more than three percent of the class of the securities to be purchased, and has held them for less than two years, unless: (1) such purchase has been approved by an affirmative vote of a majority of the issuer's aggregate voting securities; or (2) the issuer makes an offer to acquire, of at least equal value, to all holders of securities of such class and to all holders of any class into which such securities may be converted.

Prohibits any issuer of registered securities from engaging in any transaction in comtemplation of effecting, or of defending against, a change in control of the issuer that is not prudent for the issuer and fair to the issuer's shareholders.

Permits the Securities and Exchange Commission or any shareholder of an issuer to bring a suit in the proper district court to enjoin any such change-in-control transaction and for other appropriate equitable relief.