(a) If authorized in a corporation‘s articles of incorporation or bylaws before a control share acquisition has occurred, control shares acquired in a control share acquisition with respect to which no acquiring person statement has been filed with the issuing public corporation, at any time during the period ending sixty days after the last acquisition of control shares by the acquiring person, may be subject to redemption by the corporation at the fair value thereof pursuant to the procedures adopted by the corporation.

(b) Control shares acquired in a control share acquisition are not subject to redemption after an acquiring person statement has been filed unless the shares are not accorded full voting rights by the shareholders as provided in § 35-2-109.

Terms Used In South Carolina Code 35-2-110

  • 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
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