South Dakota Codified Laws 47-33-3. Definition of terms
(1) Terms used in this chapter mean:
(a) “Acquiring person,” a person that makes or proposes to make a control share acquisition. If two or more persons act as a partnership, limited partnership, syndicate or other group pursuant to any written or unwritten agreement, arrangement, relationship, understanding or otherwise, for the purposes of acquiring, owning or voting shares of a domestic public corporation, all members of the partnership, syndicate or other group constitute a “person.” “Acquiring person” does not include:
Terms Used In South Dakota Codified Laws 47-33-3
- 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.
- Fiduciary: A trustee, executor, or administrator.
- 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.
- Person: includes natural persons, partnerships, associations, cooperative corporations, limited liability companies, and corporations. See South Dakota Codified Laws 2-14-2
- Trustee: A person or institution holding and administering property in trust.
- written: include typewriting and typewritten, printing and printed, except in the case of signatures, and where the words are used by way of contrast to typewriting and printing. See South Dakota Codified Laws 2-14-2
(i) A licensed broker/dealer or licensed underwriter who
(A) Purchases shares of a domestic public corporation solely for the purposes of resale to the public; and
(B) Is not acting in concert with an acquiring person; or
(ii) A person who becomes entitled to exercise or direct the exercise of a new range of voting power within any of the ranges specified in subdivision 47-33-9(4) solely as a result of a repurchase of shares by, or recapitalization of, the domestic public corporation or similar action unless:
(A) The repurchase, recapitalization or similar action was proposed by or on behalf of, or pursuant to any written or unwritten agreement, arrangement, relationship, understanding, or otherwise with, the person or any affiliate or associate of the person; or
(B) The person thereafter acquires beneficial ownership, directly or indirectly, of outstanding voting shares of the domestic public corporation and, immediately after the acquisition, is entitled to exercise or direct the exercise of the same or a higher range of voting power under subdivision 47-33-9(4) as the person became entitled to exercise as a result of the repurchase, recapitalization, or similar action;
(b) “Affiliate,” a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, a specified person;
(c) “Announcement date,” if used in reference to any business combination, means the date of the first public announcement of the final, definitive proposal for the business combination;
(d) “Articles,” the original or restated articles of incorporation and all amendments thereto;
(e) “Associate,” if used to indicate a relationship with any person, means any of the following:
(i) 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 or series of its equity securities;
(ii) 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;
(iii) Any relative or spouse of the person, or any relative of the spouse residing in the home of the person;
(f) “Beneficial owner,” if used with respect to any equity security, means a person:
(i) That, individually or with or through any of its affiliates or associates, beneficially owns an equity security, directly or indirectly;
(ii) That, individually with or through any of its affiliates or associates has: