Nebraska Statutes 21-2451. Control-share acquisition; voting rights of shares
Shares acquired in a control-share acquisition shall have the same voting rights as other shares of the same class or series in all elections of directors but shall have voting rights on all other matters only if approved by a vote of shareholders of the issuing public corporation at a special or annual meeting of shareholders pursuant to the Shareholders Protection Act and, to the extent so approved, shall have the same voting rights as other shares of the same class or series. Any such control-share acquisition shall be approved by (1) the affirmative vote of the holders of a majority of the shares entitled to vote which are not interested shares and (2) in the case of any shares entitled to vote as a class, the affirmative vote of the holders of a majority of the shares of such class which are not interested shares.
Terms Used In Nebraska Statutes 21-2451
- Acquiring person: shall mean a person who makes or proposes to make a control-share acquisition. See Nebraska Statutes 21-2434
- Affiliate: shall mean a person who directly or indirectly controls, is controlled by, or is under common control with another person. See Nebraska Statutes 21-2435
- Control-share acquisition: shall mean an acquisition, directly or indirectly, by an acquiring person of ownership of voting stock of an issuing public corporation that, except for the Shareholders Protection Act, would, when added to all other shares of the issuing public corporation owned by the acquiring person, entitle the acquiring person, immediately after the acquisition, to exercise or direct the exercise of a new range of voting power within any of the following ranges of voting power: (1) At least twenty percent but less than thirty-three and one-third percent. See Nebraska Statutes 21-2439
- 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.
- Interested shares: shall mean the voting stock of an issuing public corporation owned by an acquiring person. See Nebraska Statutes 21-2441
- Person: shall mean any individual, corporation, partnership, limited liability company, unincorporated association, or other entity. See Nebraska Statutes 21-2444
Any shares acquired in a control-share acquisition which do not have voting rights accorded to them by approval of a resolution of shareholders shall regain such voting rights on transfer to a person, other than the acquiring person or any affiliate or associate of the acquiring person, unless the acquisition of the shares by the other person constitutes a control-share acquisition, in which case the voting rights of the shares shall be subject to the Shareholders Protection Act.