2018 South Dakota Codified Laws
Title 47 - CORPORATIONS
Chapter 33 - South Dakota Domestic Public Corporation Takeover Act
§ 47-33-9 Information statement by control share acquisitioner--Controls.

47-33-9. Information statement by control share acquisitioner--Controls. Any person who proposes to make or has made a control share acquisition may at the person's election deliver an information statement to the domestic public corporation at the domestic public corporation's principal office. The information statement shall set forth all of the following:

(1) The identity of the acquiring person, including the identity of each member of any limited liability company, partnership, limited partnership, syndicate, or other group constituting the acquiring person, and the identity of each affiliate and associate of the acquiring person, including the identity of each affiliate and associate of each member of such partnership, syndicate, or other group. However, with respect to a limited partnership, the information need only be given with respect to a partner who is denominated or functions as the general partner and each affiliate and associate of the general partner;

(2) A statement that the information statement is made under this section;

(3) The number and class or series of shares of the domestic public corporation beneficially owned, directly or indirectly, before the control share acquisition by each of the persons identified pursuant to subsection (1);

(4) The number and class or series of shares of the domestic public corporation acquired or proposed to be acquired pursuant to the control share acquisition by each of the persons identified pursuant to subsection (1) and specification of which of the following ranges of voting power in the election of directors that, except for this section, resulted or would result from consummation of the control share acquisition:

(a) At least twenty percent but less than thirty-three and one-third percent;

(b) At least thirty-three and one-third percent but less than or equal to fifty percent;

(c) Over fifty percent; and

(5) The terms of the control share acquisition or proposed control share acquisition, including, without limiting the generality of the foregoing, the source of funds or other consideration and the material terms of the financial arrangements for the control share acquisition; plans or proposals of the acquiring person, including plans or proposals under consideration, to (a) liquidate or dissolve the domestic public corporation, (b) sell all or a substantial part of its assets, or merge it or exchange its shares with any other person, (c) change the location of its principal place of business or its principal executive office or of a material portion of its business activities, (d) change materially its management or policies of employment, (e) change materially its charitable or community contributions or its policies, programs, or practices relating thereto, (f) change materially its relationship with its suppliers of goods or services or customers or the communities in which it operates, or (g) make any other material change in its business, corporate structure, management, or personnel; and other objective facts as would be substantially likely to affect the decision of a shareholder with respect to voting on the control share acquisition.

If any material change occurs in the facts set forth in the information statement, including, but not limited to, any material increase or decrease in the number of shares of the domestic public corporation acquired or proposed to be acquired by the persons identified pursuant to subsection (1), the acquiring person shall promptly deliver to the domestic public corporation at its principal executive office an amendment to the information statement containing information relating to the material change. An increase or decrease or proposed increase or decrease equal, in the aggregate, for all persons identified pursuant to subsection (1) of one percent or more of the total number of outstanding shares of any class or series of the domestic public corporation shall be deemed "material" for the purpose of this section; an increase or decrease or proposed increase or decrease of less than this amount may be material, depending upon the facts and circumstances.

Source: SL 1990, ch 369, ยง 202; SL 1994, ch 351, ยง 129.

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