Section 45.57.080. Civil liabilities.

   (a) An offeror who (1) makes a takeover bid which does not comply with the provisions of this chapter or (2) makes a takeover bid by means of a statement which is, at the time and in the light of the circumstances under which it is made, false or misleading in a material respect, and who does not sustain the burden of proof that the offeror did not know, and in the exercise of reasonable care could not have known, of the untruth or omission, is liable to any offeree whose shares are taken up under the takeover bid.  An offeree may bring civil action (1) to recover the shares, together with all dividends received, costs and reasonable attorney fees, upon the tender of the consideration received from the offeror, or (2) for the substantial equivalent in damages if the offeror no longer owns the shares.
   (b) Every person who materially participates or aids in a takeover bid made by an offeror liable under (a) of this section, or who directly or indirectly controls an offeror who is liable, is also liable jointly and severally with and to the same extent as the offeror unless the person who so participates, aids, or controls, sustains the burden of proof 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 shall be contribution as in cases of contract among the several persons liable.
   (c) A tender specified in this section may be made at any time before entry of judgment.
   (d) A person may not bring action under this section unless brought within two years after the transaction upon which it is based. If a person liable under this section makes a written offer, before suit is brought, to return the shares taken up under the takeover bid, together with all dividends received, upon the tender of the consideration received from the offeror, or to pay damages if the offeror no longer owns the shares, a person may not maintain a suit under this section unless the person rejected the offer in writing within 30 days of its receipt.
   (e) Any condition, stipulation, or provision binding an offeree to waive compliance with a provision of this chapter or a regulation adopted under it is void.
   (f) The rights and remedies provided by this chapter shall be in addition to any and all other rights and remedies that may exist at law or in equity.

Notes

History

(Sec. 1 ch 129 SLA 1976)