If authorized in a corporation‘s articles of incorporation or bylaws before a control share acquisition has occurred, an issuing public corporation may redeem, at fair market value, control shares acquired in a control share acquisition with respect to which no acquiring person statement has been filed with the issuing public corporation. Any such redemption shall be consummated according to the procedures adopted by the corporation and shall take place at any time within 60 days after the last acquisition of control shares by the acquiring person.
Terms Used In Utah Code 61-6-11
control shares: means shares that except for this chapter 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, including voting power pursuant to a revocable proxy, of the issuing public corporation in the election of directors within any of the following ranges of voting power:
(a)
1/5 or more but less than 1/3 of all voting power;
(b)
1/3 or more but less than a majority of all voting power; or
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.
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.
issuing public corporation: means a corporation, other than a depository institution, that is organized under the laws of this state and that has:
(a)
100 or more shareholders;
(b)
its principal place of business, its principal office, or substantial assets within the state; and
(c)
(i)
more than 10% of its shareholders resident in the state;
(ii)
more than 10% of its shares owned by Utah residents; or
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 Section 61-6-10.
Enacted by Chapter 2, 1987 Special Session 1 Enacted by Chapter 2, 1987 Special Session 1
