Terms Used In South Carolina Code > Title 35 > Chapter 2 - Control Share Acquisitions; Business Combinations

• Administrator: means the individual to whom the director has delegated authority to administer the programs of a specific board or of a professional or occupational group for which the department has regulatory authority or has delegated authority to administer the programs of a specific board;
  
  (2) "Authorization to practice" or "Practice authorization" means the approval to practice the specified profession, engage in the specified occupation, or use a title protected under this article, which has been granted by the applicable board. See South Carolina Code 40-1-20
• Advice and consent: Under the Constitution, presidential nominations for executive and judicial posts take effect only when confirmed by the Senate, and international treaties become effective only when the Senate approves them by a two-thirds vote.
• affiliate: means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with a specified person. See South Carolina Code 35-2-201
• Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
• announcement date: when used in reference to any business combination, means the date of the first public announcement of the definitive proposal for the business combination, without regard to subsequent amendments. See South Carolina Code 35-2-202
• Arrest: Taking physical custody of a person by lawful authority.
• Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
• associate: when used to indicate a relationship with any person, means:
  
  (1) any corporation or organization of which the person is an officer or partner or is (directly or indirectly) the beneficial owner of ten percent or more of any class of voting shares;
  
  (2) any trust or other estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or in a similar fiduciary capacity; and
  
  (3) any relative or spouse of the person, or any relative of the spouse, who has the same home as the person. See South Carolina Code 35-2-203
• beneficial owner: when used with respect to any shares, means a person that:
  
  (1) individually or with or through any of its affiliates or associates beneficially owns the shares (directly or indirectly);
  
  (2) individually or with or through any of its affiliates or associates has:
  
  (A) the right to acquire the shares (whether the right is exercisable immediately or only after the passage of time) under any agreement, arrangement, or understanding (whether or not in writing), or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise. See South Carolina Code 35-2-204
• business combination: when used in reference to any resident domestic corporation and any interested shareholder of the resident domestic corporation, means any of the following:
  
  (1) Any merger of the resident domestic corporation or any subsidiary of the resident domestic corporation with:
  
  (A) the interested shareholder; or
  
  (B) any other corporation (whether or not itself an interested shareholder of the resident domestic corporation) that is, or after the merger or consolidation would be, an affiliate or associate of the interested shareholder. See South Carolina Code 35-2-205
• common stock: means any shares other than preferred shares. See South Carolina Code 35-2-206
• Contract: A legal written agreement that becomes binding when signed.
• Contract security business: means engaging in the security business by providing private patrol, watchman, guard, security, or bodyguard service for a fee. See South Carolina Code 40-18-20
• 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
• Conviction: A judgement of guilt against a criminal defendant.
• 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.
• Cosmetologist: means a person including, but not limited to, an independent contractor, not a student, who is licensed to practice cosmetology. See South Carolina Code 40-13-20
• Cosmetology: means engaging in any of these practices or a combination of these practices when done for compensation either directly or indirectly:
  
  (a) arranging, styling, thermal curling, chemical waving, pressing, shampooing, cutting, shaping, chemical bleaching, chemical coloring, chemical relaxing, or similar work, upon the hair, wig, or hairpiece of any person, by any means, with hands or mechanical or electrical apparatus or appliances;
  
  (b) using cosmetic preparations, make-up, antiseptics, lotions, creams, chemical preparations on, or otherwise, or waxing, tweezing, cleansing, stimulating, manipulating, beautifying, or similar work on the scalp, legs, feet, face, neck, arms, hands; or
  
  (c) manicuring or pedicuring the nails of a person or similar work. See South Carolina Code 40-13-20
• Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
• Department: means the Department of Labor, Licensing and Regulation;
  
  (5) "Director" means the Director of the Department of Labor, Licensing and Regulation or the director's official designee;
  
  (6) "Licensee" means a person granted an authorization to practice pursuant to this article and refers to a person holding a license, permit, certification, or registration granted pursuant to this article;
  
  (7) "Licensing act" means the individual statute or regulations, or both, of each regulated profession or occupation which include, but are not limited to, board governance, the qualifications and requirements for authorization to practice, prohibitions, and disciplinary procedures;
  
  (8) "Person" means an individual, partnership, or corporation;
  
  (9) "Profession" or "occupation" means a profession or occupation regulated or administered, or both, by the department pursuant to this article. See South Carolina Code 40-1-20
• Esthetician: means a person including, but not limited to, an independent contractor, who is licensed to practice skin care, make-up, or similar work. See South Carolina Code 40-13-20
• Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
• Exchange Act: means the act of Congress known as the Securities Exchange Act of 1934, as amended. See South Carolina Code 35-2-209
• Exchange Act: means the act of Congress known as the Securities Exchange Act of 1934, as amended. See South Carolina Code 35-2-103
• Fair market value: The price at which an asset would change hands in a transaction between a willing, informed buyer and a willing, informed seller.
• Fiduciary: A trustee, executor, or administrator.
• Indictment: The formal charge issued by a grand jury stating that there is enough evidence that the defendant committed the crime to justify having a trial; it is used primarily for felonies.
• Instructor: means a person who is licensed to teach cosmetology or any practices of cosmetology in accordance with this chapter. See South Carolina Code 40-13-20
• interested shareholder: when used in reference to any resident domestic corporation, means any person (other than the resident domestic corporation or any subsidiary of the resident domestic corporation) that is:
  
  (1) the beneficial owner (directly or indirectly) of ten percent or more of the voting power of the outstanding voting shares of the resident domestic corporation; or
  
  (2) an affiliate or associate of the resident domestic corporation and at any time within the two-year period immediately before the date in question was the beneficial owner (directly or indirectly) of ten percent or more of the voting power of the then outstanding shares of the resident domestic corporation. See South Carolina Code 35-2-210
• interested shares: means the shares of an issuing public corporation in respect of which any of the following persons may exercise or direct the exercise of the voting power of the corporation in the election of directors:
  
  (1) an acquiring person or member of a group with respect to a control share acquisition;
  
  (2) any officer of the issuing public corporation;
  
  (3) any employee of the issuing public corporation who is also a director of the corporation. See South Carolina Code 35-2-103
• 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
• Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
• Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). ^{Source: OCC}
• market value: when used in reference to shares or property of any resident domestic corporation, means the following:
  
  (1) In the case of shares, the highest closing sale price of a share during the thirty-day period immediately preceding the date in question on the composite tape for New York Stock Exchange listed shares, or, if the shares are not quoted on the composite tape or not listed on the New York Stock Exchange, on the principal United States securities exchange registered under the Exchange Act on which the shares are listed, or, if the shares are not listed on any such exchange, the highest closing bid quotation with respect to a share during the thirty-day period preceding the date in question on the National Association of Securities Dealers, Inc. See South Carolina Code 35-2-211
• Mortgage: The written agreement pledging property to a creditor as collateral for a loan.
• Nail technician: means a person including, but not limited to, an independent contractor, who is licensed to practice manicuring or pedicuring the nails or similar work. See South Carolina Code 40-13-20
• Nolo contendere: No contest-has the same effect as a plea of guilty, as far as the criminal sentence is concerned, but may not be considered as an admission of guilt for any other purpose.
• Oath: A promise to tell the truth.
• Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
• Private investigation business: means engaging in business or accepting employment to obtain or furnish information with reference to the:
  
  (1) identity, habits, conduct, business, occupation, honesty, integrity, credibility, knowledge, trustworthiness, efficiency, loyalty, activity, movement, whereabouts, affiliations, associations, transactions, acts, reputation, or character of a person;
  
  (2) location, disposition, or recovery of lost or stolen property;
  
  (3) cause or responsibility for fires, libels, losses, accidents, damage, or injury to persons or property; or
  
  (4) securing of evidence to be used in a criminal or civil proceeding, or before a board, an administrative agency, an officer, or investigating committee. See South Carolina Code 40-18-20
• Remainder: An interest in property that takes effect in the future at a specified time or after the occurrence of some event, such as the death of a life tenant.
• resident domestic corporation: means a domestic corporation that has a class of voting shares registered with the Securities and Exchange Commission or another federal agency under Section 12 of the 1934 Exchange Act. See South Carolina Code 35-2-213
• salon: means a building or any place, or part of a place or building including, but not limited to, a rental booth, in which cosmetology is performed on the general public for compensation. See South Carolina Code 40-13-20
• school: means a place or part of a place in which cosmetology or any of its practices are taught. See South Carolina Code 40-13-20
• Security business: means the provision of personnel whose duties include watching over, protecting, or defending people or property against intrusion, damage, injury, or loss, and specifically includes, but is not limited to, the following authorities or responsibilities: to allow or refuse access to property or certain areas of property; detect, prevent, or report entry by unauthorized persons; observe for and react to hazards or hazardous situations; observe for and react to violations of law or policy; observe for and react to emergencies; observe for and react to thefts or other incidents; apprehend or report intruders or trespassers; and maintain order or discipline. See South Carolina Code 40-18-20
• Security officer: means a person who provides security service by performing any security function, as detailed in this chapter. See South Carolina Code 40-18-20
• share: means :
  
  (1) any share or similar security, any certificate of interest, and participation in any profit sharing agreement, any voting trust certificate, or any certificate of deposit for a share; and
  
  (2) any security convertible, with or without consideration, into shares, or any warrant, call, or other option or privilege of buying shares without being bound to do so, or any other security carrying any right to acquire, subscribe to, or purchase shares. See South Carolina Code 35-2-214
• SLED: means the South Carolina Law Enforcement Division. See South Carolina Code 40-18-20
• Statute: A law passed by a legislature.
• Student: means a person who is engaged in learning or acquiring the practices of cosmetology and, while learning, performs or assists in any of the practices of cosmetology in a school licensed under this chapter and under the instruction or immediate supervision of an instructor licensed under this chapter. See South Carolina Code 40-13-20
• Trustee: A person or institution holding and administering property in trust.
• under common control with: means the possession (directly or indirectly) of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. See South Carolina Code 35-2-208
• Uniform: means clothing displaying a badge, emblem, insignia, indicia, or print identifying the wearer as a security officer. See South Carolina Code 40-18-20
• voting shares: means shares of capital stock of a corporation entitled to vote generally in the election of directors. See South Carolina Code 35-2-217