17-1286. Control share acquisitions; control shares, defined. “Control shares” means shares that, except for this act, 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 may exercise or […]
17-1287. Same; control share acquisition, defined. (a) “Control share acquisition” means the acquisition, directly or indirectly, by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. (b) For purposes of this act, all shares acquired within a 120-day period, and all […]
17-1288. Same; interested shares, defined. “Interested shares” means the shares of an issuing public corporation with respect to which any of the following persons may exercise or direct the exercise of voting power in the election of directors of the issuing public corporation: (a) A person or member of a group that makes or proposes […]
17-1289. Same; issuing public corporation, defined. (a) An “issuing public corporation” means a corporation organized under the laws of the state of Kansas that has: (1) One hundred or more shareholders; (2) its principal place of business or its principal office in Kansas, or that owns or controls assets within Kansas having a fair market […]
17-1290. Same; application of act. (a) Unless before the control acquisition a corporation’s articles of incorporation or bylaws provide that this act does not apply to control share acquisitions of shares of the corporation, control shares of an issuing public corporation acquired in a control share acquisition have only such voting rights as are conferred […]
17-1291. Same; acquiring person statement, contents. Any person who makes or proposes to make a control share acquisition may at the person’s election deliver an acquiring person statement to the issuing public corporation at the issuing public corporation’s principal office. The acquiring person statement must set forth all of the following: (a) The identity of […]
17-1292. Same; special meeting to determine voting rights, when. (a) If the acquiring person so requests at the time of delivery of an acquiring person statement and gives an undertaking to pay the corporation’s expenses of a special meeting, within 10 days thereafter, the directors of the issuing public corporation shall call a special meeting […]
17-1293. Same; notice of special meeting. (a) 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 entitled to vote at the […]
17-1294. Same; voting rights of control shares; resolution. (a) 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. (b) To be approved under this section, […]
17-1295. Same; redemption of shares, when. (a) Unless otherwise provided in the articles of incorporation or bylaws of an issuing public corporation before a control share acquisition has occurred or has been proposed, the issuing public corporation may call for redemption of not less than all shares acquired in a control share acquisition at a […]
17-1296. Same; dissenters’ rights, notice. (a) Unless otherwise provided in a corporation’s articles of incorporation or bylaws before a control share acquisition has occurred or has been proposed, in the event that control shares acquired in a control share acquisition are accorded full voting rights and the acquiring person has acquired control shares with a […]
17-1297. Same; control shares, voting rights; affiliate and associate, defined. (a) As used in this section “affiliate” means a person that directly or indirectly controls, is controlled by, or is under common control with, a specified person. (b) As used in this section “associate,” when used to indicate a relationship with any person, means any […]
17-1298. Same; enforcement of act. An acquiring person, an issuing public corporation and a shareholder of an issuing public corporation may sue at law or in equity to enforce the provisions of this act. History: L. 1988, ch. 93, § 13; April 21.
