Any person who proposes to make or has made a control share acquisition may at the person’s election deliver an acquiring person statement to the issuing public corporation at the issuing public corporation‘s principal office. The acquiring person statement must set forth all of the following:

(1) the identity of the acquiring person and each other member of any group of which the person is a part for purposes of determining control shares;

Terms Used In South Carolina Code 35-2-106

  • control share acquisition: means the acquisition (directly or indirectly) by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. See South Carolina Code 35-2-102
  • control shares: means shares that, except for this article, would have voting power with respect to shares of an issuing public corporation that, when added to all other shares of the issuing public corporation owned by a person or in respect to which that person may exercise or direct the exercise of voting power would entitle that person, immediately after acquisition of the shares (directly or indirectly, alone or as a part of a group), to exercise or direct the exercise of the voting power of the issuing public corporation in the election of directors within any of the following ranges of voting power:

    (1) one-fifth or more but less than one-third of all voting power;

    (2) one-third or more but less than a majority of all voting power;

    (3) a majority or more of all voting power. See South Carolina Code 35-2-101
  • 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.
  • issuing public corporation: means a domestic corporation that has either:

    (1) a class of voting shares registered with the Securities and Exchange Commission or another federal agency under Section 12 of the 1934 Exchange Act; and

    (2) its principal place of business, its principal office, or substantial assets within South Carolina; and either:

    (A) more than ten percent of its shareholders resident in South Carolina;

    (B) more than ten percent of its shares owned by South Carolina residents; or

    (C) ten thousand shareholders resident in South Carolina. See South Carolina Code 35-2-104

(2) a statement that the acquiring person statement is given pursuant to this article;

(3) the number of shares of the issuing public corporation owned (directly or indirectly) by the acquiring person and each other member of the group;

(4) the range of voting power under which the control share acquisition falls or, if consummated, would fall;

(5) if the control share acquisition has not taken place:

(A) a description in reasonable detail of the terms of the proposed control share acquisition; and

(B) representations of the acquiring person, together with a statement in reasonable detail of the facts upon which they are based, that the proposed control share acquisition, if consummated, will not be contrary to law, and that the acquiring person has the financial capacity to make the proposed control share acquisition.

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