§ 35-2-101 “Control shares” defined
§ 35-2-102 “Control share acquisition” defined
§ 35-2-103 “Interested shares” defined; “Exchange Act” defined
§ 35-2-104 “Issuing public corporation” defined
§ 35-2-105 Voting rights under Section 35-2-109
§ 35-2-106 Acquiring person statement
§ 35-2-107 Special meeting of shareholders
§ 35-2-108 Notice of shareholder meeting
§ 35-2-109 Voting rights of acquired control shares; resolution
§ 35-2-110 Redemption of acquired control shares
§ 35-2-111 Dissenters’ rights; “fair value” defined

Terms Used In South Carolina Code > Title 35 > Chapter 2 > Article 1

  • 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.
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • 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
  • 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.
  • 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
  • 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
  • Fraud: Intentional deception resulting in injury to another.
  • 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
  • Misdemeanor: Usually a petty offense, a less serious crime than a felony, punishable by less than a year of confinement.
  • Trustee: A person or institution holding and administering property in trust.