2012 South Dakota Codified Laws
Title 47 CORPORATIONS
Chapter 33. South Dakota Domestic Public Corporation Takeover Act
§47-33-17 Business combinations between corporation and interested shareholder.
47-33-17. Business combinations between corporation and interested shareholder. Except as provided in § 47-33-19 relating to the application and effect of this section, a domestic public corporation shall not engage at any time in any business combination with any interested shareholder of the corporation other than:
(1) A business combination approved by the board of directors of the domestic public corporation prior to the interested shareholder's share acquisition date, or where the purchase of shares made by the interested shareholder on the interested shareholder's share acquisition date has been approved by the board of directors of the domestic public corporation prior to the interested shareholder's share acquisition date.
(2) A business combination approved:
(a) By the affirmative vote of the holders of a majority of the outstanding voting shares, not including any voting shares beneficially owned by the interested shareholder or any affiliate or associate of such interested shareholder, at a meeting called for such purpose no earlier than three months after the interested shareholder became, and if at the time of the meeting the interested shareholder is, the beneficial owner, directly or indirectly, of at least eighty percent of the voting shares, if the business combination also satisfies all the conditions of § 47-33-18; or
(b) By the affirmative vote of all of the holders of all of the outstanding voting shares.
(3) A business combination approved by the affirmative vote of the holders of a majority of the outstanding voting shares, not including any voting shares beneficially owned by the interested shareholder or any affiliate or associate of the interested shareholder, at a meeting called for such purpose no earlier than four years after the interested shareholder's share acquisition date.
(4) A business combination approved by a majority of the outstanding voting shares at a shareholder's meeting called for such purpose no earlier than four years after the interested shareholder's share acquisition date, if the business combination also satisfies all of the conditions of § 47-33-18.
Source: SL 1990, ch 369, § 301.
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