§ 7-5.2-1 Short title
§ 7-5.2-2 Legislative findings
§ 7-5.2-3 Definitions
§ 7-5.2-4 Approval of acquisitions
§ 7-5.2-5 Exemptions
§ 7-5.2-6 Effect of invalidity of part of this chapter
§ 7-5.2-7 Validation of rights plans
§ 7-5.2-8 Duties in response to acquisition proposals

Terms Used In Rhode Island General Laws > Chapter 7-5.2 - Business Combination Act

  • 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. See Rhode Island General Laws 7-5.2-3
  • 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: 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 Rhode Island General Laws 7-5.2-3
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Associate: when used to indicate a relationship with any person, means:

    (i)  Any corporation or organization of which the person is a director, officer, or partner or is, directly or indirectly, the beneficial owner of ten percent (10%) or more of any class of voting stock;

    (ii)  Any trust or other estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or in a similar fiduciary capacity; and

    (iii)  Any relative or spouse of the person, or any relative of the spouse, who has the same residence as the person. See Rhode Island General Laws 7-5.2-3

  • Beneficial owner: when used with respect to any stock, means a person who:

    (i)  Individually, or with or through any of the person's affiliates or associates, beneficially owns the stock, directly or indirectly; or

    (ii)  Individually, or with or through any of the person's affiliates or associates, has:

    (A)  The right to acquire the stock, whether the right is exercisable immediately or only after the passage of time, pursuant to any agreement, arrangement, or understanding, whether or not in writing, or upon the exercise of conversion rights, exchange rights, warrants, or options, or otherwise; provided, however, that a person is not deemed the beneficial owner of stock tendered pursuant to a tender or exchange offer made by the person's affiliates or associates until the tendered stock is accepted for purchase or exchange; or

    (B)  The right to vote the stock pursuant to any agreement, arrangement, or understanding, whether or not in writing; provided, however, that a person is not deemed the beneficial owner of any stock under this item if the agreement, arrangement, or understanding to vote the stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made in accordance with the applicable rules and regulations under the Exchange Act, 15 U. See Rhode Island General Laws 7-5.2-3

  • Business combination: when used in reference to any resident domestic corporation and any interested shareholder of the resident domestic corporation, means:

    (i)  Any merger or consolidation of the resident domestic corporation or any subsidiary of the resident domestic corporation with:

    (A)  The interested shareholder; or

    (B)  Any other corporation, whether or not itself an interested shareholder of the resident domestic corporation, that is, or after the merger or consolidation would be, an affiliate or associate of the interested shareholder;

    (ii)  Any sale, lease, exchange, mortgage, pledge, transfer, or other disposition, in one transaction or a series of transactions, except proportionately as a stockholder of the corporation, to or with the interested shareholder or any affiliate or associate of the interested shareholder, whether as a part of a dissolution or otherwise, of assets of the resident domestic corporation or any subsidiary of the resident domestic corporation:

    (A)  Having an aggregate market value equal to ten percent (10%) or more of the aggregate market value of all the assets, determined on a consolidated basis, of the resident domestic corporation;

    (B)  Having an aggregate market value equal to ten percent (10%) or more of the aggregate market value of all the outstanding stock of the resident domestic corporation; or

    (C)  Representing ten percent (10%) or more of the earning power or net income, determined on a consolidated basis, of the resident domestic corporation;

    (iii)(A)  Any transaction that results in the issuance or transfer by the resident domestic corporation, or by any subsidiary of the resident domestic corporation, of any stock of the resident domestic corporation or of the subsidiary to the interested shareholder, except:

    (I)  Pursuant to the exercise, exchange, or conversion of securities exercisable for, exchangeable for, or convertible into stock of the resident domestic corporation or any subsidiary which securities were outstanding prior to the time that the interested shareholder became such;

    (II)  Pursuant to a dividend or distribution paid or made, or the exercise, exchange, or conversion of securities exercisable for, exchangeable for, or convertible into stock of the resident domestic corporation or any subsidiary which security is distributed, pro rata to all holders of a class or series of stock of the resident domestic corporation subsequent to the time the interested shareholder became such;

    (III)  Pursuant to an exchange offer by the resident domestic corporation to purchase stock made on the same terms to all holders of the stock; or

    (IV)  Any issuance or transfer of stock by the resident domestic corporation;

    (B)  Provided, however, that in no case under subsections (5)(iii)(A)(I) — (IV) shall there be an increase in the interested shareholder's proportionate share of the stock of any class or series of the resident domestic corporation or of the voting stock of the resident domestic corporation;

    (iv)  The adoption of any plan or proposal for the liquidation or dissolution of the resident domestic corporation proposed by, or pursuant to, any agreement, arrangement, or understanding, whether or not in writing, with the interested shareholder or any affiliate or associate of the interested shareholder;

    (v)  Any reclassification of securities, including, without limitation, any stock split, stock dividend, or other distribution of stock in respect to stock, any reverse stock split, or recapitalization of the resident domestic corporation, any merger or consolidation of the resident domestic corporation with any subsidiary of the resident domestic corporation, or any other transaction, whether or not with or into or otherwise involving the interested shareholder, proposed by, or pursuant to any agreement, arrangement, or understanding, whether or not in writing, with the interested shareholder or any affiliate or associate of the interested shareholder, that has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class or series of voting stock or securities convertible into voting stock of the resident domestic corporation or any subsidiary of the resident domestic corporation that is directly or indirectly owned by the interested shareholder or any affiliate or associate of the interested shareholder, except as a result of immaterial changes due to fractional share adjustments; or

    (vi)  Any receipt by the interested shareholder or any affiliate or associate of the interested shareholder of the benefit, directly or indirectly, except proportionately as a shareholder of the resident domestic corporation, of any loans, advances, guarantees, pledges, or other financial assistance, benefits, any tax credits, or other tax advantages provided by or through the resident domestic corporation, except as expressly permitted in subsections (5)(i) through (5)(vi). See Rhode Island General Laws 7-5.2-3

  • Common stock: means any stock other than preferred stock. See Rhode Island General Laws 7-5.2-3
  • 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.
  • Exchange Act: means the Act of Congress known as the Securities Exchange Act of 1934, 15 U. See Rhode Island General Laws 7-5.2-3
  • 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.
  • in writing: include printing, engraving, lithographing, and photo-lithographing, and all other representations of words in letters of the usual form. See Rhode Island General Laws 43-3-16
  • 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 or any employee benefit plan maintained by the resident domestic corporation, that:

    (i)(A)  Is the beneficial owner, directly or indirectly, of ten percent (10%) or more of the outstanding voting stock of the resident domestic corporation; or

    (B)  Is an affiliate or associate of the resident domestic corporation and at any time within a five-year (5) period immediately prior to the date in question was the beneficial owner, directly or indirectly, of ten percent (10%) or more of the then-outstanding voting stock of the resident domestic corporation. See Rhode Island General Laws 7-5.2-3

  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • 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
  • Market value: when used in reference to stock or property of any resident domestic corporation, means:

    (i)  In the case of stock, the highest closing sale price during the thirty-day (30) period immediately preceding the date in question of a share of stock on the composite tape for stocks listed on the New York Stock Exchange, or, if the stock is not quoted on the composite tape or if the stock is not listed on the exchange, on the principal United States securities exchange registered under the Exchange Act on which the stock is listed, or, if the stock is not listed on any exchange, the highest closing bid quotation with respect to a share of the stock during the thirty-day (30) period preceding the date in question on the National Association of Securities Dealers, Inc. See Rhode Island General Laws 7-5.2-3

  • 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: may be construed to extend to and include co-partnerships and bodies corporate and politic. See Rhode Island General Laws 43-3-6
  • Preferred stock: means any class or series of stock of a resident domestic corporation that under the bylaws or articles of incorporation of the resident domestic corporation is entitled to receive payment of dividends prior to any payment of dividends on some other class or series of stock, or is entitled in the event of any voluntary liquidation, dissolution, or winding up of the resident domestic corporation to receive payment or distribution of a preferential amount before any payments or distributions are received by some other class or series of stock. See Rhode Island General Laws 7-5.2-3
  • Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
  • Resident domestic corporation: means an issuer of voting stock that:

    (i)  Is organized under the laws of this state; and

    (ii)  Either (A) has its principal executive offices and significant business operations located in this state; or (B) has, alone or in combination with one or more of its subsidiaries, at least two hundred fifty (250) employees or twenty-five percent (25%) of the total number of all employees of itself and the subsidiaries employed primarily within the state; and

    (iii)  Has at least five percent (5%) of its voting stock owned beneficially by residents of this state or at least five percent (5%) of its shareholders are residents of this state. See Rhode Island General Laws 7-5.2-3

  • Stock: means :

    (i)  Any stock or similar security, any certificate of interest, any participation in any profit-sharing agreement, any voting trust certificate, or any certificate of deposit for stock; and

    (ii)  Any security convertible, with or without consideration, into stock, or any warrant, call, or other option or privilege of buying stock without being bound to do so, or any other security carrying any right to acquire, subscribe to, or purchase stock. See Rhode Island General Laws 7-5.2-3

  • Trustee: A person or institution holding and administering property in trust.
  • under common control with: means the possession, directly or indirectly, or the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract, or otherwise. See Rhode Island General Laws 7-5.2-3
  • United States: include the several states and the territories of the United States. See Rhode Island General Laws 43-3-8
  • Voting stock: means shares of capital stock of a corporation entitled to vote generally in the election of directors. See Rhode Island General Laws 7-5.2-3