61-6-10. Voting rights — Approval. (1) Control shares acquired in a control share acquisition have the same voting rights as were accorded the shares before the control share acquisition only to the extent granted by resolution approved by the shareholders of the issuing public corporation. (2) To be approved under this section, the resolution shall […]
61-6-11. Shares subject to redemption. (1) If authorized in a corporation’s articles of incorporation or bylaws before a control share acquisition has occurred, an issuing public corporation may redeem, at fair market value, control shares acquired in a control share acquisition with respect to which no acquiring person statement has been filed with the issuing […]
61-6-12. Dissenter’s rights. (1) Unless otherwise provided in a corporation’s articles of incorporation or bylaws before a control share acquisition has occurred, in the event control shares acquired in a control share acquisition are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of all voting power, […]
61-6-2. “Control shares” defined. (1) As used in this chapter, “control shares” means shares that except for this chapter would have voting power with respect to shares of an issuing public corporation that, when added to all other shares of the issuing public corporation owned by a person or in respect to which that person […]
61-6-3. “Control share acquisition” defined. (1) (a) As used in this chapter, “control share acquisition” means: (i) the acquisition, directly or indirectly, by any person of ownership of issued and outstanding control shares; or (ii) the acquisition of power to direct the exercise of voting power with respect to issued and outstanding control shares, including […]
61-6-4. “Interested shares” defined. (1) As used in this chapter, “interested shares” means the shares of an issuing public corporation in respect of which any of the following persons may exercise or direct the exercise of the voting power of the corporation, on or after the applicable record date, in the election of directors: (a) […]
61-6-5. Issuing public corporation defined. (1) As used in this chapter, “issuing public corporation” means a corporation, other than a depository institution, that is organized under the laws of this state and that has: (a) 100 or more shareholders; (b) its principal place of business, its principal office, or substantial assets within the state; and […]
61-6-6. Optional exemption from this chapter. A corporation’s articles of incorporation or bylaws may provide that this chapter does not apply to control share acquisitions of shares of the corporation. To be effective, any such provision must have been adopted prior to the control share acquisition. Absent such a provision, control shares of an issuing […]
61-6-7. Statement by acquiring person. Any person who proposes to make or has made a control share acquisition may deliver an acquiring person statement to the issuing public corporation at the issuing public corporation’s principal office. The acquiring person statement shall set forth all of the following: (1) the identity of the acquiring person and […]
61-6-8. Special meetings to consider voting rights — Time limits — Annual meetings. (1) Upon delivery of an acquiring person statement under Section 61-6-7, an acquiring person may request a special meeting of shareholders if the acquiring person gives an undertaking to pay the corporation’s expenses of the special meeting within 10 days after the […]
61-6-9. Notice of special or annual meetings to consider voting rights. (1) If a special meeting is requested, notice of the special meeting of shareholders shall be given as promptly as reasonably practicable by the issuing public corporation to all shareholders of record as of the record date set for the meeting, whether or not […]
