§ 1704.01 Transactions involving interested shareholders definitions
§ 1704.02 Prohibiting certain transactions during three-year period
§ 1704.03 Corporation engaging in certain transactions
§ 1704.04 Determining fair market value of shares on date in question
§ 1704.05 Exceptions
§ 1704.06 Contents of articles of incorporation
§ 1704.07 Other applicable laws

Terms Used In Ohio Code > Chapter 1704 - Transactions Involving Interested Shareholders

  • Affiliate: means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, is under common control with, or acts in concert with, a specified person. See Ohio Code 1704.01
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Announcement date: means the date of the first public announcement of a definitive proposal for a Chapter 1704. See Ohio Code 1704.01
  • Another: when used to designate the owner of property which is the subject of an offense, includes not only natural persons but also every other owner of property. See Ohio Code 1.02
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Beneficiary: A person who is entitled to receive the benefits or proceeds of a will, trust, insurance policy, retirement plan, annuity, or other contract. Source: OCC
  • Bequest: Property gifted by will.
  • Consummation date: means the date on which consummation of a Chapter 1704. See Ohio Code 1704.01
  • Contract: A legal written agreement that becomes binding when signed.
  • 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.
  • Deed: The legal instrument used to transfer title in real property from one person to another.
  • Disinterested shares: means voting shares beneficially owned by any person not an interested shareholder or an affiliate or associate of an interested shareholder. See Ohio Code 1704.01
  • Exchange Act: means the "Securities Exchange Act of 1934" 48 Stat. See Ohio Code 1704.01
  • Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
  • Fiduciary: A trustee, executor, or administrator.
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
  • Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: includes an individual, corporation, business trust, estate, trust, partnership, and association. See Ohio Code 1.59
  • Property: means real and personal property. See Ohio Code 1.59
  • state: means the state of Ohio. See Ohio Code 1.59
  • Trustee: A person or institution holding and administering property in trust.
  • under common control with: refers to the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the exercise of or the ability to exercise voting power, by contract, or otherwise, except that "control" of a corporation is not established for purposes of this division if a person, in good faith and not for the purpose of circumventing the provisions of this chapter, holds voting power as an agent, custodian, bank, broker, nominee, or trustee for one or more beneficial owners who do not individually or as a group have control of the corporation. See Ohio Code 1704.01
  • United States: includes all the states. See Ohio Code 1.59
  • Voting shares: means shares of a domestic or foreign corporation, entitling the holder of the shares to vote at the time in the election of directors of the corporation without regard to the voting power represented by shares that thereafter may exist upon a default, failure, or other contingency. See Ohio Code 1704.01