South Carolina Code 35-2-102. “Control share acquisition” defined
(b) For purposes of this section, shares acquired within ninety days or shares acquired pursuant to a plan to make a control share acquisition are considered to have been acquired in the same acquisition.
Terms Used In South Carolina Code 35-2-102
- Contract: A legal written agreement that becomes binding when signed.
- 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
- control shares: means shares that, except for this article, 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:
(1) one-fifth or more but less than one-third of all voting power;
(2) one-third or more but less than a majority of all voting power;
(3) a majority or more of all voting power. See South Carolina Code 35-2-101 - 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) For purposes of this section, a person who acquires shares in the ordinary course of business for the benefit of others in good faith and not for the purpose of circumventing this article has voting power only of shares in respect of which that person would be able to exercise or direct the exercise of votes without further instruction from others.
(d) The acquisition of any shares of an issuing public corporation does not constitute a control share acquisition if the acquisition is consummated in any of the following circumstances:
(1) before the effective date of this chapter;
(2) pursuant to a contract existing before the effective date of this chapter;
(3) pursuant to the laws of descent and distribution;
(4) pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing this article;
(5) pursuant to a merger or plan of share exchange in compliance with law if the issuing public corporation is a party to the agreement of merger or plan of share exchange.
(e) The acquisition of shares of an issuing public corporation in good faith and not for the purpose of circumventing this article by or from:
(1) any person whose voting rights had previously been authorized by shareholders in compliance with this article; or
(2) any person whose previous acquisition of shares of an issuing public corporation would have constituted a control share acquisition but for subsection (d) does not constitute a control share acquisition, unless the acquisition entitles any person (directly or indirectly, alone or as a part of a group) to exercise or direct the exercise of voting power of the corporation in the election of directors in excess of the range of the voting power otherwise authorized.