§417E-4  Fraudulent and deceptive practices. It is unlawful for any offeror or target company or any controlling person ofan offeror or target company or any broker-dealer acting on behalf of anofferor or target company to engage in any fraudulent, deceptive, ormanipulative acts or practices in connection with a take-over offer. Fraudulent, deceptive, and manipulative acts or practices include, withoutlimitation:

(1)  The publication or use in connection with theoffer of any false statement of a material fact or the omission to state amaterial fact necessary to make the statements made not misleading;

(2)  The sale by any controlling shareholders of atarget company of any of their equity securities to the offeror for aconsideration greater than that to be paid other stockholders pursuant to theoffer or the purchase of any of the securities of a controlling shareholder ofthe target company by the offeror for a consideration greater than that to bepaid other shareholders, pursuant to an agreement not disclosed to the othershareholders;

(3)  The refusal by a target company to permit anofferor who is a stockholder of record to examine its list of stockholders, andto make extracts therefrom, pursuant to the applicable corporation statutes,for the purpose of making a take-over offer in compliance with this chapter, orin lieu thereof, to mail any solicitation materials published by the offeror toits security holders with reasonable promptness after receipt from the offerorof such materials together with the reasonable expenses of postage andhandling;

(4)  The solicitation of any offeree for acceptance orrejection of a take-over offer or acquisition of any equity security pursuantto a take-over offer before the take-over offer is effective under this chapteror while the offer is suspended under this chapter. [L 1985, c 32, pt of §2]