S.C. Code Ann. § 35-2-218

This is the official text of S.C. Code Ann. § 35-2-218, part of South Carolina’s Code Ann — part of the compiled statutory law of South Carolina, published by the state as "Code Ann." Browse the sections below, each linked to its official government source.

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SECTION 35-2-218. Business combination with interested shareholder within two years of share acquisition date.

Official statutory text

(a) Notwithstanding any other provision of law, except Sections 35-2-220 through 35-2-223, a resident domestic corporation may not engage in any business combination with any interested shareholder of the resident domestic corporation for a period of two years following the interested shareholder's share acquisition date unless the business combination or the purchase of shares made by the interested shareholder on the interested shareholder's share acquisition date is approved by a majority of the disinterested members of the board of directors of the resident domestic corporation before the interested shareholder's share acquisition date. As used in this section, a director or person is 'disinterested' if the director or person is not a present or former officer or employee of the resident domestic corporation, or related corporation. If the board has less than three disinterested directors, the board shall appoint three or more disinterested persons to serve as a committee to vote on the issue. (b) If a good faith proposal regarding a business combination is made in writing to the board of directors of the resident domestic corporation, the board of directors shall respond in writing within thirty days or that shorter period, if any, as may be required by the Exchange Act, setting forth its reasons for its decision regarding the proposal. (c) If a good faith proposal to purchase shares is made in writing to the board of directors of the resident domestic corporation, the board of directors, unless it responds affirmatively in writing within thirty days or that shorter period, if any, as may be required by the Exchange Act, is considered to have disapproved the share purchase.

Status: in_force · Read it on the official government site

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