(a) If a special meeting is requested, notice of the special meeting of shareholders must be given as promptly as reasonably practicable by the issuing public corporation to all shareholders of record as of the record date set for the meeting, whether or not entitled to vote at the meeting.

(b) Notice of the special or annual shareholder meeting at which the voting rights are to be considered must include or be accompanied by both of the following:

Terms Used In South Carolina Code 35-2-108

  • 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
  • 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

(1) a copy of the acquiring person statement delivered to the issuing public corporation pursuant to this article;

(2) a statement by the board of directors of the corporation, authorized by its directors, of its position or recommendation, or that it is taking no position or making no recommendation, with respect to the proposed control share acquisition.

  Previous section
Next section  
 Article 1 Contents