2018 Mississippi Code
Title 79 - Corporations, Associations, and Partnerships
Chapter 27 - Mississippi Control Share Act
§ 79-27-11. Acquisition of control shares at time when corporation was not subject to chapter, or pursuant to contract entered into at time when corporation was not subject to chapter.
(1) This section applies to all transactions that, but for Section 79-27-5(e)(iii)(A) and (B), would be control share acquisitions in which:
(a) The acquiring person is or includes an affiliate of the issuing public corporation;
(b) The corporation has, by a provision in its articles of incorporation adopted within the prior twelve (12) months, elected not to be subject to this chapter; and
(c) The acquiring person has acquired a majority or more of all voting power.
(2) Within thirty (30) days after a control share acquisition subject to subsection (1) of this section, the acquiring person must make a written offer to purchase the shares of each remaining shareholder at a price at least equal to the highest price at which the control shares were acquired by the acquiring person within the twelve (12) months immediately preceding the offer.
(3) Nothing herein shall be construed to preclude the simultaneous application of this section and the Mississippi Shareholder Protection Act, Section 79-25-1 et seq., Mississippi Code of 1972.
