|Article 1||Control Share Acquisitions|
|Article 2||Business Combinations|
Terms Used In South Carolina Code > Title 35 > Chapter 2
- ABET: means the Accreditation Board for Engineering and Technology. See South Carolina Code 40-22-20
- Administrator: means the individual to whom the director has delegated authority to administer the programs of a specific board or of a professional or occupational group for which the department has regulatory authority or has delegated authority to administer the programs of a specific board;
(2) "Authorization to practice" or "Practice authorization" means the approval to practice the specified profession, engage in the specified occupation, or use a title protected under this article, which has been granted by the applicable board. See South Carolina Code 40-1-20
- Affidavit: A written statement of facts confirmed by the oath of the party making it, before a notary or officer having authority to administer oaths.
- affiliate: means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with a specified person. See South Carolina Code 35-2-201
- 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 definitive proposal for the business combination, without regard to subsequent amendments. See South Carolina Code 35-2-202
- Answer: The formal written statement by a defendant responding to a civil complaint and setting forth the grounds for defense.
- 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:
(1) any corporation or organization of which the person is an officer or partner or is (directly or indirectly) the beneficial owner of ten percent or more of any class of voting shares;
(2) 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
(3) any relative or spouse of the person, or any relative of the spouse, who has the same home as the person. See South Carolina Code 35-2-203
- beneficial owner: when used with respect to any shares, means a person that:
(1) individually or with or through any of its affiliates or associates beneficially owns the shares (directly or indirectly);
(2) individually or with or through any of its affiliates or associates has:
(A) the right to acquire the shares (whether the right is exercisable immediately or only after the passage of time) under any agreement, arrangement, or understanding (whether or not in writing), or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise. See South Carolina Code 35-2-204
- Board: means the South Carolina State Board of Registration for Professional Engineers and Surveyors created pursuant to this chapter. See South Carolina Code 40-22-20
- Branch office: means a place of business separate from the principal place of business where engineering services or surveying services are provided. See South Carolina Code 40-22-20
- business combination: when used in reference to any resident domestic corporation and any interested shareholder of the resident domestic corporation, means any of the following:
(1) Any merger 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. See South Carolina Code 35-2-205
- Commission: means the group of individuals charged by law with the responsibility of licensing or otherwise regulating an occupation or profession within the State. See South Carolina Code 40-1-20
- common stock: means any shares other than preferred shares. See South Carolina Code 35-2-206
- Complaint: A written statement by the plaintiff stating the wrongs allegedly committed by the defendant.
- Contract: A legal written agreement that becomes binding when signed.
- 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
- Conviction: A judgement of guilt against a criminal defendant.
- 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.
- Damages: Money paid by defendants to successful plaintiffs in civil cases to compensate the plaintiffs for their injuries.
- Department: means the Department of Labor, Licensing and Regulation. See South Carolina Code 40-22-20
- Department: means the Department of Labor, Licensing and Regulation;
(5) "Director" means the Director of the Department of Labor, Licensing and Regulation or the director's official designee;
(6) "Licensee" means a person granted an authorization to practice pursuant to this article and refers to a person holding a license, permit, certification, or registration granted pursuant to this article;
(7) "Licensing act" means the individual statute or regulations, or both, of each regulated profession or occupation which include, but are not limited to, board governance, the qualifications and requirements for authorization to practice, prohibitions, and disciplinary procedures;
(8) "Person" means an individual, partnership, or corporation;
(9) "Profession" or "occupation" means a profession or occupation regulated or administered, or both, by the department pursuant to this article. See South Carolina Code 40-1-20
- Design coordination: includes the review and coordination of those technical submissions prepared by others, including as appropriate and without limitation, consulting engineers, architects, landscape architects, surveyors, and other professionals working under the direction of the engineer. See South Carolina Code 40-22-20
- Engineer: means a professional engineer as defined in this section. See South Carolina Code 40-22-20
- Engineer-in-training: means a person who has qualified for and passed the NCEES Fundamentals of Engineering examination as provided in this chapter and is entitled to receive a certificate as an engineer-in-training. See South Carolina Code 40-22-20
- Engineering surveys: means all minor survey activities required to support the sound conception, planning, design, construction, maintenance, operation, and investigation of engineered projects but exclude the surveying of real property for the establishment of land boundaries, rights-of-way, and easements and the independent surveys or resurveys of general land masses. See South Carolina Code 40-22-20
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Exchange Act: means the act of Congress known as the Securities Exchange Act of 1934, as amended. See South Carolina Code 35-2-103
- Exchange Act: means the act of Congress known as the Securities Exchange Act of 1934, as amended. See South Carolina Code 35-2-209
- 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.
- Felony: A crime carrying a penalty of more than a year in prison.
- Fiduciary: A trustee, executor, or administrator.
- Firm: means a business entity functioning as a sole proprietorship, partnership, limited liability partnership, professional association, professional corporation, business corporation, limited liability company, joint venture, or other legally constituted organization which practices or offers to practice engineering or surveying, or both. See South Carolina Code 40-22-20
- Fraud: Intentional deception resulting in injury to another.
- Good character: refers to a person of good moral character and one who has not been convicted of a violent crime, as defined in Section 16-1-60, or a crime of moral turpitude. See South Carolina Code 40-22-20
- Gross negligence: means an act or course of action, or inaction, which denotes a lack of reasonable care and a conscious disregard or indifference to the rights, safety, or welfare of others and which does or could result in financial loss, injury, or damage to life or property. See South Carolina Code 40-22-20
- Injunction: An order of the court prohibiting (or compelling) the performance of a specific act to prevent irreparable damage or injury.
- 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) that is:
(1) the beneficial owner (directly or indirectly) of ten percent or more of the voting power of the outstanding voting shares of the resident domestic corporation; or
(2) an affiliate or associate of the resident domestic corporation and at any time within the two-year period immediately before the date in question was the beneficial owner (directly or indirectly) of ten percent or more of the voting power of the then outstanding shares of the resident domestic corporation. See South Carolina Code 35-2-210
- 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
- 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
- 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
- Licensed: means authorized by this board, pursuant to the statutory powers delegated by the State to this board, to engage in the practice of engineering, or surveying, or engineering and surveying, as evidenced by the board's certificate issued to the registered license holder. See South Carolina Code 40-22-20
- market value: when used in reference to shares or property of any resident domestic corporation, means the following:
(1) In the case of shares, the highest closing sale price of a share during the thirty-day period immediately preceding the date in question on the composite tape for New York Stock Exchange listed shares, or, if the shares are not quoted on the composite tape or not listed on the New York Stock Exchange, on the principal United States securities exchange registered under the Exchange Act on which the shares are listed, or, if the shares are not listed on any such exchange, the highest closing bid quotation with respect to a share during the thirty-day period preceding the date in question on the National Association of Securities Dealers, Inc. See South Carolina Code 35-2-211
- Misconduct: means the violation of a provision of this chapter or of a regulation promulgated by the board pursuant to this chapter. See South Carolina Code 40-22-20
- Misdemeanor: Usually a petty offense, a less serious crime than a felony, punishable by less than a year of confinement.
- Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
- NCEES examination: means those written or electronic tests developed and administered by the National Council of Examiners for Engineering and Surveying for the purpose of providing one indication of competency to practice engineering. See South Carolina Code 40-22-20
- 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: means an individual human being, firm, partnership, or corporation. See South Carolina Code 40-22-20
- Practice of engineering: means any service or creative work, the adequate performance of which requires engineering education, training, and experience in the application of special knowledge of the mathematical, physical, and engineering sciences to such services or creative work as commissioning, consultation, investigation, expert technical testimony, evaluation, design and design coordination of engineering works and systems, design for development and use of land and water, performing engineering surveys and studies, and the review of construction for the purpose of monitoring compliance with drawings and specifications, any of which embraces such services or work, either public or private, in connection with any utilities, structures, buildings, machines, equipment, processes, work systems projects, and industrial or consumer products or equipment of control systems, chemical, communications, mechanical, electrical, environmental, hydraulic, pneumatic, or thermal nature, insofar as they involve safeguarding life, health, or property, and including such other professional services as may be necessary to the planning, progress, and completion of any engineering services. See South Carolina Code 40-22-20
- Professional engineer: means a license holder who, by reason of his special knowledge of the mathematical and physical sciences and the principles and methods of engineering analysis and design, acquired by professional education and practical experience, is qualified to practice engineering as defined in this section as attested by his license and registration as a professional engineer in this State. See South Carolina Code 40-22-20
- Professional surveyor: means a licensee who is qualified to practice any discipline of TIER A or TIER B surveying in this State, as defined in this section and as attested by his license and registration as a TIER A or TIER B professional surveyor in this State. See South Carolina Code 40-22-20
- Quorum: The number of legislators that must be present to do business.
- Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
- Registered: means the engineer or surveyor is licensed and registered in the State. See South Carolina Code 40-22-20
- 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 a domestic corporation that has a class of voting shares registered with the Securities and Exchange Commission or another federal agency under Section 12 of the 1934 Exchange Act. See South Carolina Code 35-2-213
- responsible charge: means that there is a clear-cut personal connection to the project or employee supervised, marked by firsthand knowledge and direct control and assumption of professional responsibility for the work. See South Carolina Code 40-22-20
- Retired from active practice: means not engaging or offering to engage in the practice of engineering or surveying as defined in this section. See South Carolina Code 40-22-20
- share: means :
(1) any share or similar security, any certificate of interest, and participation in any profit sharing agreement, any voting trust certificate, or any certificate of deposit for a share; and
(2) any security convertible, with or without consideration, into shares, or any warrant, call, or other option or privilege of buying shares without being bound to do so, or any other security carrying any right to acquire, subscribe to, or purchase shares. See South Carolina Code 35-2-214
- Subpoena: A command to a witness to appear and give testimony.
- Surveyor-in-training: means a person who has qualified for and passed the NCEES Fundamentals of Surveying examination as provided in this chapter and is entitled to receive a certificate as a surveyor-in-training. See South Carolina Code 40-22-20
- Temporary restraining order: Prohibits a person from an action that is likely to cause irreparable harm. This differs from an injunction in that it may be granted immediately, without notice to the opposing party, and without a hearing. It is intended to last only until a hearing can be held.
- Testimony: Evidence presented orally by witnesses during trials or before grand juries.
- Transcript: A written, word-for-word record of what was said, either in a proceeding such as a trial or during some other conversation, as in a transcript of a hearing or oral deposition.
- Trustee: A person or institution holding and administering property in trust.
- under common control with: means the possession (directly or indirectly) of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. See South Carolina Code 35-2-208
- voting shares: means shares of capital stock of a corporation entitled to vote generally in the election of directors. See South Carolina Code 35-2-217