§417E-10  Civil liabilities.  (a)  Any
offeror who purchases a security in connection with a take-over offer in
violation of this chapter shall be liable to the person selling the security to
the offeror who may sue either at law or in equity.  In an action for
rescission, the seller shall be entitled to recover the security, plus any
income received by the purchaser thereon, upon tender of the consideration
received.  Tender requires only notice of willingness to pay the amount
specified in exchange for the security.  Any notice may be given by service as
in civil actions or by certified mail to the last known address of the person
liable.  Damages are the excess of either the value of the security on the date
of purchase or its present value, whichever is greater, over the present value
of the consideration received for the security.



(b)  Every person who directly or indirectly
controls a person liable under this section, 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 violation, and every broker-dealer or
agent who materially aids in the act or transaction constituting violation, is
also liable jointly or severally with and to the same extent as such person,
unless the person who would otherwise be so liable proves that the person 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 is contribution as in cases of contract among the several persons so
liable.



(c)  No action may be maintained under this
section unless commenced before the expiration of three years after the act or
transaction constituting the violation or the expiration of one year after the
discovery of the facts constituting the violation, whichever first expires.



(d)  The rights and remedies under this chapter
are in addition to any other rights or remedies that may exist at law or in
equity. [L 1985, c 32, pt of §2]