2013 Mississippi Code
Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS
Chapter 27 - MISSISSIPPI CONTROL SHARE ACT
§ 79-27-5 - Definitions

As used in this chapter:

(a) "Acquiring person" means a person who makes or proposes to make, or persons acting as a "group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934 who make or propose to make, a control share acquisition; but "acquiring person" does not include the issuing public corporation.

(b) "Affiliate" means a person who directly or indirectly controls the corporation. "Control" means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of the corporation, whether through the ownership of voting securities, by contract, or otherwise. A person's beneficial ownership of ten percent (10%) or more of the voting power of a corporation's outstanding shares entitled to vote in the election of directors (except a person holding voting power in good faith as an agent, bank, broker, nominee, custodian or trustee for one or more beneficial owners who do not individually or as a group control the corporation) creates a presumption that the person controls the corporation.

(c) "All voting power" means the aggregate voting power that the shareholders of an issuing public corporation would have in the election of directors, except for this chapter.

(d) "Control shares" means issued and outstanding shares of an issuing public corporation that, except for this chapter, would have voting power when added to all other shares of the issuing public corporation owned of record or beneficially by an acquiring person or in respect to which that acquiring person may exercise or direct the exercise of voting power, that would entitle the acquiring person, immediately after acquisition of the shares (directly or indirectly), 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:

(i) One-fifth (1/5) or more but less than one-third (1/3) of all voting power;

(ii) One-third (1/3) or more but less than a majority of all voting power; or

(iii) A majority or more of all voting power.

(e) (i) "Control share acquisition" means acquisition by any person of ownership of, or the power to direct the exercise of voting power with respect to, control shares.

(ii) A person who acquires shares in the ordinary course of business for the benefit of others in good faith and not for the purpose of circumventing this chapter has not made a control share acquisition of shares in respect of which that person is not able to exercise or direct the exercise of votes without further instruction from others.

(iii) The acquisition of any control shares does not constitute a control share acquisition if the acquisition is made in good faith and not for the purpose of circumventing this chapter in any of the following circumstances:

(A) At a time when the corporation was not subject to this chapter.

(B) Pursuant to a contract entered into at a time when the corporation was not subject to this chapter.

(C) Pursuant to the laws of descent and distribution under Section 91-1-1 et seq., Mississippi Code of 1972.

(D) By a donee under an inter vivos gift.

(E) Pursuant to a transfer between or among immediate family members, or between or among persons under direct common control. An "immediate family member" is any relative or spouse of a person, or any relative of such spouse, who has the same home as such person.

(F) Pursuant to the satisfaction of a pledge or other security interest.

(G) Pursuant to a merger or plan of consolidation or share exchange effected in compliance with Section 79-4-11.01 et seq., Mississippi Code of 1972, if the issuing public corporation is a party to the agreement of merger or plan of consolidation or share exchange.

(H) From any person whose previous acquisition of control shares would have constituted a control share acquisition but for this paragraph (e)(iii) (other than this paragraph (e)(iii)(H)), provided the acquisition does not result in the acquiring person holding voting power within a higher range of voting power than that of a person from whom the control shares were acquired.

(I) Acquisition by a person of additional shares within the range of voting power for which such person has received approval pursuant to Section 79-27-9 or within the range of voting power resulting from shares acquired in a transaction described in this paragraph (e)(iii).

(J) An increase in voting power resulting from any action taken by the issuing public corporation.

(K) Pursuant to the solicitation of proxies subject to Regulation 14A under the Securities Exchange Act of 1934.

(L) Pursuant to the sale of such shares by the issuing public corporation or its parent or subsidiary corporation.

(f) "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, as of the applicable record date, of the voting power of the corporation in the election of directors, other than solely by the authority of a revocable proxy:

(i) The acquiring person.

(ii) Any officer of the issuing public corporation.

(iii) Any employee of the issuing corporation who is also a director of the corporation.

(g) (i) "Issuing public corporation" means a domestic corporation that has:

(A) Any securities registered under Section 12 or is subject to Section 15(d) of the Securities Exchange Act of 1934; and

(B) Either:

1. More than ten percent (10%) of its shareholders resident in Mississippi;

2. More than ten percent (10%) of its shares owned by Mississippi residents; or

3. Five hundred (500) shareholders resident in Mississippi.

(ii) The residence of a shareholder is presumed to be the address appearing in the records of the corporation.

(iii) Shares held by banks (except as trustee or guardian), brokers or nominees are disregarded for purposes of calculating the percentages and numbers in this paragraph (g).

(iv) An issuing public corporation shall not include:

(A) Any state or national bank or any bank holding company or any affiliate thereof authorized by the appropriate regulatory authority to be owned by any of the above; or

(B) Any state or federal savings and loan association, savings bank or similar savings institution, and any holding company or other affiliate of any state or federal savings and loan association, savings bank or similar savings institution.

(h) "Person" means any individual, corporation, partnership, unincorporated association or other entity.