Sec. 23. This chapter does not apply to any business combination of a resident domestic corporation with an interested shareholder of the resident domestic corporation who became an interested shareholder inadvertently, if the interested shareholder:

(1) as soon as practicable, divests itself of a sufficient amount of the voting shares of the corporation so that it no longer is the beneficial owner (directly or indirectly) of ten percent (10%) or more of the outstanding voting shares of the resident domestic corporation; and

Terms Used In Indiana Code 23-1-43-23

  • announcement date: when used in reference to any business combination, means the date of the first public announcement of the final, definitive proposal for the business combination. See Indiana Code 23-1-43-2
  • beneficial owner: when used with respect to any shares, has the meaning set forth in Indiana Code 23-1-43-4
  • business combination: when used in reference to any resident domestic corporation and any interested shareholder of the resident domestic corporation, means any of the following:

    Indiana Code 23-1-43-5

  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • interested shareholder: when used in reference to any resident domestic corporation, means any person (other than the resident domestic corporation or any subsidiary of the resident domestic corporation) that is:

    Indiana Code 23-1-43-10

  • resident domestic corporation: means a corporation that has one hundred (100) or more shareholders. See Indiana Code 23-1-43-13
  • voting shares: means shares of capital stock of a corporation entitled to vote generally in the election of directors. See Indiana Code 23-1-43-17
  • Year: means a calendar year, unless otherwise expressed. See Indiana Code 1-1-4-5
(2) would not at any time within the five (5) year period preceding the announcement date with respect to the business combination have been an interested shareholder but for the inadvertent acquisition.

As added by P.L.149-1986, SEC.27.

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