South Carolina Code 35-2-107. Special meeting of shareholders
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(a) If the acquiring person requests at the time of delivery of an acquiring person statement and gives an undertaking to pay the corporation‘s expenses of a special meeting, within ten days thereafter, the directors of the issuing public corporation shall call a special meeting of shareholders of the issuing public corporation for the purpose of considering the voting rights to be accorded the shares acquired or to be acquired in the control share acquisition.
(b) Unless the acquiring person agrees in writing to another date, the special meeting of shareholders must be held within fifty days after receipt by the issuing public corporation of the request.
Terms Used In South Carolina Code 35-2-107
- 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
- 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 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
(c) If no request is made, the voting rights to be accorded the shares acquired in the control share acquisition must be presented to the next special or annual meeting of shareholders.
(d) If the acquiring person requests in writing at the time of delivery of the acquiring person statement, the special meeting must not be held sooner than thirty days after receipt by the issuing public corporation of the acquiring person statement.