A.  The shareholders of a corporation do not have a preemptive right to acquire the corporation’s unissued shares except to the extent the articles of incorporation so provide.  The articles of incorporation of a corporation that was incorporated before January 1, 1969, shall be deemed to contain a statement that “the corporation elects to have preemptive rights,” unless the articles of incorporation contain a specific provision enlarging, limiting, or denying preemptive rights.

B.  A statement included in the articles of incorporation that “the corporation elects to have preemptive rights”, or words of similar import, means that the following principles apply except to the extent the articles of incorporation expressly provide otherwise:

(1)  The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation’s unissued shares upon the decision of the board of directors to issue them.  Shareholders have a fair and reasonable opportunity to exercise the right to acquire shares if they are given at least forty-five days to purchase the shares after notice to them of that right, but shorter periods of time may be fair and reasonable under the circumstances in which the shares are being issued.

(2)  A shareholder may waive his preemptive right.  A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.

(3)  There is no preemptive right with respect to any of the following:

(a)  Shares issued as compensation to directors, officers, agents, or employees of the corporation, its subsidiaries, or affiliates.

(b)  Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, agents, or employees of the corporation, its subsidiaries, or affiliates.

(c)  Shares authorized in articles of incorporation that are issued within six months from the effective date of incorporation.

(d)  Shares sold otherwise than for money.

(4)  Holders of shares of any class without general voting rights but with preferential rights to distributions or assets have no preemptive rights with respect to shares of any class.

(5)  Holders of shares of any class with general voting rights but without preferential rights to distributions or assets have no preemptive rights with respect to shares of any class with preferential rights to distributions or assets unless the shares with preferential rights are convertible into or carry a right to subscribe for or acquire shares without preferential rights.

(6)  Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights.  An offer at a lower consideration or after the expiration of one year is subject to the shareholders’ preemptive rights.

C.  For purposes of this Section, “shares” includes a security convertible into or carrying a right to subscribe for or acquire shares.

D.  On or after January 1, 2016, no action to enforce a preemptive right of a shareholder shall be brought unless filed in a court of competent jurisdiction and proper venue within one year of the date of the issuance of the share to which the shareholder had the preemptive right, or within one year of the date that the issuance of the share is discovered or should have been discovered.  Such an action is perempted three years after the date of the issuance of the share.

Acts 2014, No. 328, §1, eff. Jan. 1, 2015.