South Carolina Code 35-2-111. Dissenters’ rights; “fair value” defined
(b) As soon as practicable after these events have occurred, the board of directors shall cause a notice to be sent to all shareholders of the corporation advising them of the facts and that they have dissenters’ rights to receive the fair value of their shares.
Terms Used In South Carolina Code 35-2-111
- 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) As used in this section, ‘fair value’ with respect to a dissenter’s shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable. The value of the shares is to be determined by techniques that are accepted generally in the financial community, except that this value may not be less than the highest price paid per share by the acquiring person in the control share acquisition.