2014 Kentucky Revised Statutes CHAPTER 271B - BUSINESS CORPORATIONS Subtitle 12 - Sale of Assets; Business Combinations 12.12-210 Minimum share vote requirements for approval of business combinations -- Limitations on business corporation.
Download as PDF
271B.12-210 Minimum share vote requirements for approval of business
combinations -- Limitations on business corporation.
(1)
(2)
(3)
(4)
In addition to any vote otherwise required by law or the articles of incorporation
of the corporation, a business combination shall either be approved by a
majority of the independent members of the board of directors who are also
continuing directors, provided that the independent members of the board of
directors shall not, for the purposes of this subsection, be required to either
approve or disapprove of any proposed business combination, or approved by
the affirmative vote of at least:
(a) Eighty percent (80%) of the votes entitled to be cast by outstanding
shares of voting stock of the corporation, voting together as a single
voting group; and
(b) Two-thirds of the votes entitled to be cast by holders of voting stock other
than voting stock beneficially owned by the interested shareholder who is,
or whose affiliate is, a party to the business combination or by an affiliate
or associate of such interested shareholder, voting together as a single
voting group.
Unless a business combination is exempted from the operation of KRS
271B.12-200 to 271B.12-230 in accordance with the terms hereof, the failure to
comply with the voting requirements of subsection (1) of this section shall
render such business combination void.
Notwithstanding anything to the contrary contained in this chapter (except the
provisions of KRS 271B.12-220(5)(a)), no corporation shall engage in any
business combination with any entity or person who is at the time of such
business combination an interested shareholder of such corporation, unless
such person became an interested shareholder before March 28, 1986, for a
period of five (5) years following the date on which such interested shareholder
became an interested shareholder unless such business combination is
approved by a majority of the independent members of the board of directors of
such corporation prior to such date on which the interested shareholder
became an interested shareholder. If a good faith proposal is made in writing to
the board of directors of such corporation regarding a business combination,
the board of directors shall respond, in writing, within thirty (30) days or such
shorter period, if any, as may be required by the Securities Exchange Act of
1934, setting forth its reasons for its decision regarding such proposal. If the
board of directors does not respond affirmatively in writing within thirty (30)
days or such shorter period, if any, as may be required by the Securities
Exchange Act of 1934, the independent members of the board of directors
shall be deemed to have disapproved the business combination.
In discharging its duties under this section, or otherwise, the board of directors,
in considering the best interests of the corporation, may consider in addition to
the interests of the corporation's shareholders, any of the following:
(a) The interests of the corporation's employees, suppliers, creditors and
customers;
(b) The economy of the state and nation;
(c) Community and societal considerations; and
(d)
(5)
The long-term as well as short-term interests of the corporation and its
shareholders, including the possibility that these interests may be best
served by the continued independence of the corporation.
Notwithstanding KRS 271B.6-020 and any other provision of this chapter, and
unless otherwise provided in the articles of incorporation before the creation or
issuance of any rights or options as set forth herein, in considering the interests
of the corporation's shareholders, the board of directors of a corporation may,
before, on or after July 15, 1988, create and issue rights or options pursuant to
KRS 271B.6-240 which may contain provisions which adjust the option price or
number of shares issuable under such rights or options in the event of an
acquisition of shares or a reorganization, merger, consolidation, sale of assets
or other occurrence involving such corporation. Such rights or options may also
include conditions that prevent the holder or holders of at least a specified
number or percentage of the outstanding shares of the corporation, including
subsequent transferees of the holder, from exercising those rights or options.
Effective: July 15, 1988
History: Amended 1988 Ky. Acts ch. 22, sec. 2, effective July 15, 1988. -Amended 1986 Ky. Acts ch. 202, sec. 10, effective March 28, 1986. -- Created
1984 Ky. Acts ch. 355, sec. 2, effective July 13, 1984.
Formerly codified as KRS 271A.397.
Disclaimer: These codes may not be the most recent version. Kentucky may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.