2022 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 11 - Merger and Share Exchange
Part 2 - Fair Price Requirements
§ 14-2-1111. Additional Business Combination Approval

Universal Citation: GA Code § 14-2-1111 (2022)

In addition to any vote otherwise required by law or the articles of incorporation of the corporation, a business combination shall be:

  1. Unanimously approved by the continuing directors, provided that the continuing directors constitute at least three members of the board of directors at the time of such approval; or
  2. Recommended by at least two-thirds of the continuing directors and approved by a majority of the votes entitled to be cast by holders of voting shares, other than voting shares beneficially owned by the interested shareholder who is, or whose affiliate is, a party to the business combination.

History. Code 1981, § 14-2-1111 , enacted by Ga. L. 1988, p. 1070, § 1.

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