Shareholder Protection Act of 1984 - Amends the Securities Exchange Act of 1934 to permit the Securities and Exchange Commission to determine the time and manner in which reports by persons acquiring more than a certain percentage of certain classes of securities must be sent to the issuer of the security (previously, within ten days after acquisition).
Permits the Commission to restrict or prohibit any person subject to such reporting requirements from acquiring beneficial ownership of any additional shares of the reported equity security for a certain time period after the initial acquisition. Limits such time period to not more than two business days after the filing of the report.
Deems two or more persons acting as a partnership, limited partnership, syndicate, or other group for the purpose of voting securities as a person for the purposes of such Act.
Prohibits an issuer from agreeing to increase the compensation of any officer or director during a tender offer for any class of securities if: (1) for at least ten percent of such class the offer is unconditional; and (2) the offer is made at a price at least 25 percent greater than the average market price for such securities during the ten trading days before the offer commenced.
Prohibits an issuer from purchasing 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) the purchase has been approved by the affirmative vote of a majority of the aggregate voting securities of the issuer; 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.
Permits the Commission in the public interest or for the protection of investors to provide an exemption from such requirements.
Introduced in Senate
Read twice and referred to the Committee on Banking.
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