Oklahoma § 71-455 - Fraudulent, deceptive and manipulative acts prohibited

§ 71-455. Fraudulent, deceptive and manipulative acts prohibited

It is unlawful and shall be deemed a Class D1 felony offense for

any offeror or target company or any controlling person of an

offeror or target company or any broker-dealer acting on behalf of

an offeror or target company to engage in any fraudulent, deceptive

or manipulative acts or practices in connection with a take-over

offer. Fraudulent, deceptive and manipulative acts or practices

include without limitation:

1. The publication or use in connection with the offer of any

false statement of a material fact or the omission to state a

material fact necessary to make the statements made not misleading;

2. The sale by any controlling shareholders of a target company

of any or all of their equity securities to the offeror for a

consideration greater than that to be paid other shareholders

pursuant to the take-over offer or the purchase of any of the

securities of a controlling shareholder of the target company by the

offeror for a consideration greater than that to be paid other

Oklahoma Statutes - Title 71. Securities

shareholders, the terms of which are not disclosed to the other

shareholders;

3. The refusal by a target company to permit an offeror who is

a shareholder of record to examine its list of shareholders, and to

make extracts therefrom, pursuant to the applicable corporation

statutes, for the purpose of making a take-over offer in compliance

with this act, or in lieu thereof, to mail any solicitation

materials published by the offeror to its security holders with

reasonable promptness after receipt from the offeror of such

materials together with the reasonable expenses of postage and

handling; and

4. The solicitation of any offeree for acceptance or rejection

of a take-over offer or acquisition of any equity security pursuant

to a take-over offer before the take-over offer is effective under

this act or while the offer is suspended under this act.

Added by Laws 1985, c. 285, § 5, emerg. eff. July 22, 1985. Amended

by Laws 2025, c. 486, § 578, eff. Jan. 1, 2026.