§ 79-27-1. Short title

This chapter shall be known and may be cited as the “Mississippi Control Share Act.”

§ 79-27-11. Acquisition of control shares at time when corporation was not subject to chapter, or pursuant to contract entered into at time when corporation was not subject to chapter

This section applies to all transactions that, but for Section 79-27-5(e)(iii)(A) and (B), would be control share acquisitions in which: The acquiring person is or includes an affiliate of the issuing public corporation; The corporation has, by a provision in its articles of incorporation adopted within the prior twelve (12) months, elected not to be […]

§ 79-27-3. Application of chapter; election to be subject to chapter

This chapter applies to all issuing public corporations in existence on and after January 1, 1991. A domestic corporation that is not an issuing public corporation but that has one hundred (100) or more shareholders of record and meets one (1) of the requirements set forth in Section 79-27-5(g)(i)(B), or an issuing public corporation to […]

§ 79-27-5. Definitions

As used in this chapter: “Acquiring person” means a person who makes or proposes to make, or persons acting as a “group” as defined in Section 13(d)(3) of the Securities Exchange Act of 1934 who make or propose to make, a control share acquisition; but “acquiring person” does not include the issuing public corporation. “Affiliate” […]

§ 79-27-7. Voting power of control shares

Unless otherwise provided in the articles of incorporation before either a control share acquisition occurs or a disclosure statement is delivered, control shares that are the subject of a control share acquisition have only such voting rights as are accorded under this section. Subject to subsections (3) through (5) of this section, the voting power […]

§ 79-27-9. Disclosure requirements when acquiring control shares; special meeting of shareholders; notice; proxies; voting on resolution in disclosure statement; competing control share acquisition

Any acquiring person who proposes to make a control share acquisition may, and any acquiring person who has made a control share acquisition shall, publish in a newspaper of general circulation and deliver to the issuing public corporation at its principal office a disclosure statement. To be regarded as a disclosure statement, the document must […]