Sec. 11. (a) 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 dissenters’ rights as provided in this chapter.
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Terms Used In Indiana Code 23-1-42-11
- 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 Indiana Code 23-1-42-2
- 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 of the issuing public corporation in the election of directors within any of the following ranges of voting power:
Indiana Code 23-1-42-1
- 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 that has:
Indiana Code 23-1-42-4
(c) 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.
As added by P.L.149-1986, SEC.26.
