Section 7-5.2-1. – Short title.

§ 7-5.2-1. Short title. This chapter shall be known and may be cited as the “Business Combination Act of 1990”. History of Section.P.L. 1990, ch. 138, § 1.

Section 7-5.2-2. – Legislative findings.

§ 7-5.2-2. Legislative findings. The general assembly finds and declares that: (1) The hostile takeover of publicly held domestic corporations by business combinations is generally not in the public interest; (2) A permissive statutory method should be established under which domestic, publicly owned corporations can have available methods to limit hostile takeovers; and (3) In […]

Section 7-5.2-3. – Definitions.

§ 7-5.2-3. Definitions. As used in this chapter, unless the context requires otherwise, the term: (1) “Affiliate” means a person who directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, a specified person. (2) “Announcement date”, when used in reference to any business combination, means […]

Section 7-5.2-4. – Approval of acquisitions.

§ 7-5.2-4. Approval of acquisitions. (a) Notwithstanding anything contained in this chapter to the contrary, except the provisions of § 7-5.2-5, no resident domestic corporation shall engage in any business combination with any interested shareholder of the resident domestic corporation for a period of five (5) years following the interested shareholder’s stock acquisition date unless […]

Section 7-5.2-5. – Exemptions.

§ 7-5.2-5. Exemptions. The provisions of this chapter do not apply: (1) To any business combination of a resident domestic corporation that does not have a class of voting stock registered with the Securities and Exchange Commission pursuant to § 12 of the Securities Exchange Act of 1934, 15 U.S.C. § 78l, unless the articles […]

Section 7-5.2-6. – Effect of invalidity of part of this chapter.

§ 7-5.2-6. Effect of invalidity of part of this chapter. If a court of competent jurisdiction adjudges to be invalid or unconstitutional any clause, sentence, paragraph, section, or part of this chapter, the judgment or decree does not affect, impair, invalidate, or nullify the remainder of this chapter, but the effect of the judgment is […]

Section 7-5.2-7. – Validation of rights plans.

§ 7-5.2-7. Validation of rights plans. The terms and conditions of rights or options issued by a corporation, including those outstanding on the effective date of this section, may include, without limitation, restrictions or conditions that preclude or limit the exercise, transfer, receipt, or holding of the rights or options by any person or persons […]

Section 7-5.2-8. – Duties in response to acquisition proposals.

§ 7-5.2-8. Duties in response to acquisition proposals. (a) In discharging the duties of their respective positions with respect to any proposed business combination, as defined in § 7-5.2-3, the board of directors, committees of the board, individual directors, and individual officers may, in considering the best interest of the corporation, in addition to considering […]