Section 6 Missouri Takeover Bid Disclosure Act

• Library: Bus Trans 2005

The Disclosure Act regulates “takeover bids,” which are defined in § 409.506(1), RSMo 2000, as tender offers for any equity security of a resident domestic corporation by a person who would, after the acquisition, be the beneficial owner of more than five percent of any class of the equity securities of the corporation. Takeover bids do not include:

• bids by a dealer for the dealer’s own account made in the ordinary course of business

• offers to acquire voting equity securities in exchange for other securities made in good faith and not involving any public offering of the other securities

• offers to no more than 50 offerees made in good faith; or

• tender offers by persons already owning a majority of the voting equity securities of the corporation

Section 409.506(1)

The Disclosure Act regulates takeover bids by requiring each offeror to file a registration statement with the Missouri Commissioner of Securities as soon as “practicable” on the day the takeover bid commences. Section 409.511.1, RSMo 2000. Additionally, no...