Additional business combination approval

In addition to any vote otherwise required by law or the articles of incorporation of the corporation, a business combination shall be: 426 14-2-1111 (1) Unanimously approved by the continuing directors, provided that the continuing directors constitute at least three members of the board of directors at the time of such approval; or (2) Recommended by at least two-thirds of the continuing directors and approved by a majority of the votes entitled to be cast by holders of voting shares, other than voting shares beneficially owned by the interested shareholder who is, or whose affiliate is, a party to the business combination. (Code 1981, § 14-2-1111, enacted by Ga. L. 1988, p. 1070, § 1.) COMMENT Source: Former Section 14-2-233. See the general comment regarding Part 2 which follows Section 14-2-1110. This section sets forth the director and shareholder voting requirements which must be met in order for a business combination to avoid the necessity of compliance with the fair pricing and procedural requirements contained in Section 14-2-1112. The concept of the ‘‘continuing director’’ is adopted from Ky.