Unless otherwise provided in a corporation‘s articles of incorporation or bylaws before a control share acquisition has occurred, in the event control shares acquired in a control share acquisition are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of all voting power, all shareholders of the issuing public corporation have dissenter’s rights as provided in this chapter.
Terms Used In Utah Code 61-6-12
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.
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
As soon as practicable after such events have occurred, the board of directors shall cause a notice to be sent to all shareholders of the corporation advising them of the facts and that they have dissenter’s rights to receive the fair value of their shares under Sections 16-10a-1301 through 16-10a-1331.
(3)
As used in this section, “fair value” means a value not less than the highest price paid per share by the acquiring person in the control share acquisition.
