The following opinion is presented on-line for informational use only and does not replace the official version. (Mich Dept of Attorney General Web Site - www.ag.state.mi.us)


STATE OF MICHIGAN

FRANK J. KELLEY, ATTORNEY GENERAL

Opinion No. 5339

August 1, 1978

TAKEOVER OFFER ACT:

Hearing on alleged violation

CORPORATION AND SECURITIES COMMISSION:

Hearing for alleged violation of Takeover Offer Act

A hearing to determine whether there has been a violation of the Takeover Offer Act conducted pursuant to section 5(4) must, pursuant to section 7 thereof, be held within 20 days after the offeror files a registration statement. If the registration statement has been amended, the 20-day period within which the hearing is to be held begins with the filing of the amended registration statement.

E. C. Mackey

Director

Corporation & Securities Bureau

Michigan Department of Commerce

6546 Mercantile Way

Lansing, Michigan 48909

Your predecessor has requested my opinion regarding Michigan's takeover offer act, 1976 PA 179; MCLA 451.901 et seq; MSA 21.293(1) et seq. The question is:

'. . . whether the phrase 'registration statement' in Sec. 7(1) includes 'amendments thereto' so that the twenty day period during which the administrator must hold a hearing for an alleged violation of the Act will be measured from the filing date of the last amendment to the registration statement.'

The takeover offer act, 1976 PA 179, supra, Sec. 5(4) provides:

'The effective date of a take-over may be stayed by the administrator if the administrator orders a hearing for an alleged violation of this act. If the administrator orders a stay of the effective date, the take-over offer shall not become effective until declared effective by order of the administrator.' MCLA 451.905(4); MSA 21.293(5)(4)

1976 PA 179, supra, Sec. 7(1) further provides:

'A hearing ordered by the administrator under section 5, subsection 4 shall be held not more than 20 days after the date the offeror files its registration statement, unless the parties agree to a later date.'

The takeover offer act establishes a registration requirement whereby prior to a takeover offer becoming effective, a registration statement containing facts regarding the transaction must be filed by the offeror with the Department of Commerce. In the event the administrator determines that the registration statement does not contain the information required by statute, he can, pursuant to 1976 PA 179, supra, Sec. 8(3), summarily order the delay of the effective date of the offer and, pursuant to 1976 PA 179, Sec. 5(4), supra, may order a hearing and stay the effective date of the takeover offer. The time constraint within which such a hearing must be held is provided in 1976 PA 179, Sec. 7(1), supra, and is based on the date the registration statement is filed.

The act, however, is remedial in nature and should be liberally construed. See People v Bandy, 35 Mich App 53, 57; 192 NW2d 115 (1971). To preclude the administrator from conducting a hearing pursuant to 1976 PA 179, Sec. 5(4), supra, within 20 days after an amended registration statement is filed defeats the intent of the Legislature that the administrator have sufficient time to review the registration statement. Such an interpretation must be avoided. See In re Petition of State Highway Commission, 383 Mich 709, 714-715; 178 NW2d 923 (1970).

A maxim of statutory construction requires that a statute must be interpreted in accordance with the general plan of the Legislature as evidenced by the provision of the Act. Ford Motor Co v Village of Wayne, 358 Mich 653, 657; 101 NW2d 320 (1960). The general plan of the takeover offer act requires that a hearing, if ordered, be held no later than 20 days after the filing of an amended registration statement.

It is, therefore, my opinion that the provision of the takeover offer act, 1976 PA 179, Sec. 7(1), which requires that a hearing be held not more than 20 days after the date the offeror files the registration statement, includes amendments; thus, such a hearing may be conducted within 20 days after an amended registration statement is filed.

Frank J. Kelley

Attorney General