Section 47-33-1 – Citation of chapter.
47-33-1. Citation of chapter. This chapter shall be known and may be cited as the South Dakota Domestic Public Corporation Takeover Act. Source: SL 1990, ch 369, §101.
Section 47-33-10 – Request for special meeting by acquiring person–Consideration of voting rights.
47-33-10. Request for special meeting by acquiring person–Consideration of voting rights. (1) If the acquiring person so requests in writing at the time of delivery of an information statement pursuant to §47-33-9, and has made, or has made a bona fide written offer to make, a control share acquisition and gives a written undertaking to […]
Section 47-33-11 – Notice of special shareholders meeting.
47-33-11. Notice of special shareholders meeting. The notice of the meeting shall be given to all shareholders of record as of the record date set for the meeting, whether or not entitled to vote at the meeting. The notice shall at a minimum be accompanied by a copy of the information statement, and a copy […]
Section 47-33-12 – Voting rights of shares acquired in control share acquisition.
47-33-12. Voting rights of shares acquired in control share acquisition. (1) Shares referred to in §47-33-8 acquired in a control share acquisition shall have the same voting rights as other shares of the same class or series only if approved by a resolution of shareholders of the domestic public corporation at a special or annual […]
Section 47-33-13 – Redemption of shares in absence of information statement or negative vote by shareholders.
47-33-13. Redemption of shares in absence of information statement or negative vote by shareholders. Unless otherwise expressly provided in the articles of a domestic public corporation before a control share acquisition has occurred, the domestic public corporation shall have the option to call for redemption of all but not less than all shares referred to […]
Section 47-33-14 – Right to demand fair value of voting shares–Notice of right of demand.
47-33-14. Right to demand fair value of voting shares–Notice of right of demand. (1) Unless otherwise provided in the articles of the domestic public corporation before the control share acquisition has occurred, in the event control shares acquired in the control share acquisition are accorded voting rights pursuant to §47-33-12 and the acquiring person beneficially […]
Section 47-33-15 – Written demand for fair value of shares–Remittance by acquiring person–Court settlement after sixty days–Court procedure–Costs.
47-33-15. Written demand for fair value of shares–Remittance by acquiring person–Court settlement after sixty days–Court procedure–Costs. (1) Any shareholder of the domestic public corporation who receives the notice required by §47-33-14 and who is entitled to and desires to receive fair value for his shares from the acquiring person, may make written demand on the […]
Section 47-33-16 – Application of chapter to acquiring person–Application to non-public domestic corporations.
47-33-16. Application of chapter to acquiring person–Application to non-public domestic corporations. (1) If a corporation is a domestic public corporation as of the acquiring person’s share acquisition date, this chapter shall continue to apply to such corporation with respect to such acquiring person and its affiliates and associates, regardless of changes in the corporation which […]
Section 47-33-17 – Business combinations between corporation and interested shareholder.
47-33-17. Business combinations between corporation and interested shareholder. Except as provided in §47-33-19 relating to the application and effect of this section, a domestic public corporation shall not engage at any time in any business combination with any interested shareholder of the corporation other than: (1)A business combination approved by the board of directors of […]
Section 47-33-18 – Required conditions for business combination–Aggregate amount of cash and marked value–Consideration–Beneficial owners.
47-33-18. Required conditions for business combination–Aggregate amount of cash and marked value–Consideration–Beneficial owners. A business combination conforming to subsection 47-33-17(2)(a) and subdivision 47-33-17(4) shall also meet all of the following conditions: (1)The aggregate amount of the cash and the market value as of the consummation date of consideration other than cash to be received per […]
Section 47-33-19 – Conditions making § 47-33-17 inapplicable–Effect of corporation changes after acquisition date.
47-33-19. Conditions making §47-33-17 inapplicable–Effect of corporation changes after acquisition date. (1) Section 47-33-17 shall not apply to any business combination of a domestic public corporation: (a)If the articles of the domestic public corporation provide that this article shall not be applicable to the domestic public corporation: (i)By a provision included in the original articles […]
Section 47-33-2 – Declaration of public policy.
47-33-2. Declaration of public policy. The Legislature hereby finds and declares the following to be the public policy of this state: (1)This state has traditionally regulated the affairs of corporations organized in this state, including the regulation of mergers and other business combinations and the rights of shareholders. The United State Supreme Court has recently […]
Section 47-33-3 – Definition of terms.
47-33-3. Definition of terms. (1) Terms used in this chapter mean: (a)”Acquiring person,” a person that makes or proposes to make a control share acquisition. If two or more persons act as a partnership, limited partnership, syndicate or other group pursuant to any written or unwritten agreement, arrangement, relationship, understanding or otherwise, for the purposes […]
Section 47-33-4 – Factors considered by board in discharging duties.
47-33-4. Factors considered by board in discharging duties. (1) In discharging the duties of their respective positions in taking action which may involve or relate to a change or potential change in the control of a domestic public corporation, and in determining what they reasonably believe to be in the best interest of the corporation, […]
Section 47-33-5 – Creation of shares–Rights and options.
47-33-5. Creation of shares–Rights and options. Subject to any provisions contained in its articles, which shall be applicable only to rights or options created or issued thereafter, a domestic public corporation may create and issue, by way of distributions to shareholders, as dividends or otherwise, rights or options entitling the holders thereof to purchase from […]
Section 47-33-6 – Right to sue.
47-33-6. Right to sue. An acquiring person, an interested shareholder, a domestic public corporation and shareholders of a domestic public corporation may sue at law or in equity to enforce the provisions of this chapter. Source: SL 1990, ch 369, §106.
Section 47-33-7 – Conflicting provisions of law.
47-33-7. Conflicting provisions of law. (1) The requirements of this chapter are in addition to the requirements of other applicable law and any requirements contained in either the articles or bylaws of a domestic public corporation. For the purpose of applying this chapter, if any other provision of law is inconsistent with, in conflict with […]
Section 47-33-8 – Control share acquisition–Voting rights.
47-33-8. Control share acquisition–Voting rights. Unless the corporation’s articles expressly provide, before the control share acquisition, that §§47-33-8 to 47-33-16, inclusive, do not apply to control share acquisitions of shares of the corporation, the shares of a domestic public corporation acquired by an acquiring person in a control share acquisition that exceed the threshold of […]
Section 47-33-9 – Information statement by control share acquisitioner–Controls.
47-33-9. Information statement by control share acquisitioner–Controls. Any person who proposes to make or has made a control share acquisition may at the person’s election deliver an information statement to the domestic public corporation at the domestic public corporation’s principal office. The information statement shall set forth all of the following: (1)The identity of the […]