(1)  Control shares acquired in a control share acquisition have the same voting rights as were accorded the shares before the control share acquisition only to the extent granted by resolution approved by the shareholders of the issuing public corporation.

Terms Used In Utah Code 61-6-10

  • 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, on or after the applicable record date, in the election of directors:
(a) an acquiring person or member of a group with respect to a control share acquisition;
(b) any officer of the issuing public corporation; or
(c) any employee of the issuing public corporation who is also a director of the corporation. See Utah Code 61-6-4
(2)  To be approved under this section, the resolution shall be approved:

(a)  by 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; and

(b)  by each class of outstanding shares by a majority of all the holders of the outstanding shares of the class, if the proposed control share acquisition would, when fully implemented, result in any of the changes described in Section 16-10a-1004.

Amended by Chapter 277, 1992 General Session

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