South Carolina Code 35-2-109. Voting rights of acquired control shares; resolution
(b) To be approved under this section, the resolution must be approved by:
Terms Used In South Carolina Code 35-2-109
- 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.
- 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.
- interested shares: means the shares of an issuing public corporation in respect of which any of the following persons may exercise or direct the exercise of the voting power of the corporation in the election of directors:
(1) an acquiring person or member of a group with respect to a control share acquisition;
(2) any officer of the issuing public corporation;
(3) any employee of the issuing public corporation who is also a director of the corporation. See South Carolina Code 35-2-103
(1) each voting group entitled to vote separately on the proposal by a majority of all the votes entitled to be cast by that voting group, with the holders of the outstanding shares of a class being entitled to vote as a separate voting group if the proposed control share acquisition, if fully carried out, would result in any of the following changes:
(i) increase or decrease the aggregate number of authorized shares of the class;
(ii) effect an exchange or reclassification of all or part of the shares of the class into shares of another class;
(iii) effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;
(iv) change the designation, rights, preferences, or limitations of all or part of the shares of the class;
(v) change the shares of all or part of the class into a different number of shares of the same class;
(vi) create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;
(vii) increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;
(viii) limit or deny an existing preemptive right of all or part of the shares of the class; or
(ix) cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class; and
(2) each voting group entitled to vote separately on the proposal by a majority of all the votes entitled to be cast by that group, excluding all interested shares.