Any person who proposes to make or has made a control share acquisition may deliver an acquiring person statement to the issuing public corporation at the issuing public corporation‘s principal office. The acquiring person statement shall set forth all of the following:
(1)
the identity of the acquiring person and each other member of any group of which the person is a part for purposes of determining control shares;
Terms Used In Utah Code 61-6-7
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
a declaration that the acquiring person statement is given pursuant to this chapter;
(3)
the number of shares of the issuing public corporation owned (directly or indirectly) by the acquiring person and each other member of the group;
(4)
the range of voting power under which the control share acquisition falls or would, if consummated, fall; and
(5)
if the control share acquisition has not taken place:
(a)
a description in reasonable detail of the terms of the proposed control share acquisition; and
(b)
a statement by the acquiring person supported by reasonably detailed facts that the proposed control share acquisition, if consummated, will not be contrary to law, and that the acquiring person has the financial capacity to make the proposed control share acquisition.
Enacted by Chapter 2, 1987 Special Session 1 Enacted by Chapter 2, 1987 Special Session 1
