Title 35, Securities

Unless the corporation's articles of incorporation or bylaws provide that this article does not apply to control share acquisitions of shares of the corporation before the control share acquisition, control shares of an issuing public corporation acquired in a control share acqui…

Any person who proposes to make or has made a control share acquisition may at the person's election deliver an acquiring person statement to the issuing public corporation at the issuing public corporation's principal office. The acquiring person statement must set forth all of …

(a) If the acquiring person requests at the time of delivery of an acquiring person statement and gives an undertaking to pay the corporation's expenses of a special meeting, within ten days thereafter, the directors of the issuing public corporation shall call a special meeting …

(a) If a special meeting is requested, notice of the special meeting of shareholders must be given as promptly as reasonably practicable by the issuing public corporation to all shareholders of record as of the record date set for the meeting, whether or not entitled to vote at t…

(a) Control shares acquired in a control share acquisition have the same voting rights as were accorded the shares before the control share acquisition only to the extent granted by resolution approved by the shareholders of the issuing public corporation. (b) To be approved unde…

(a) If authorized in a corporation's articles of incorporation or bylaws before a control share acquisition has occurred, control shares acquired in a control share acquisition with respect to which no acquiring person statement has been filed with the issuing public corporation,…

(a) Unless otherwise provided in a corporation's articles of incorporation or bylaws before a control share acquisition has occurred, in the event control shares acquired in a control share acquisition are accorded full voting rights and the acquiring person has acquired control …

As used in this article, "affiliate" means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with a specified person.

As used in this article, "announcement date", when used in reference to any business combination, means the date of the first public announcement of the definitive proposal for the business combination, without regard to subsequent amendments.

As used in this article, "associate", when used to indicate a relationship with any person, means: (1) any corporation or organization of which the person is an officer or partner or is (directly or indirectly) the beneficial owner of ten percent or more of any class of voting sh…

As used in this article, "beneficial owner", when used with respect to any shares, means a person that: (1) individually or with or through any of its affiliates or associates beneficially owns the shares (directly or indirectly); (2) individually or with or through any of its af…

As used in this article, "business combination", when used in reference to any resident domestic corporation and any interested shareholder of the resident domestic corporation, means any of the following: (1) Any merger of the resident domestic corporation or any subsidiary of t…

As used in this article, "common stock" means any shares other than preferred shares.

As used in this article, "consummation date", with respect to any business combination, means the date of consummation of the business combination or, in the case of a business combination as to which a shareholder vote is taken, the later of: (1) the business day before the vote…

(a) As used in this article, "control", including the terms "controlling", "controlled by", and "under common control with", means the possession (directly or indirectly) of the power to direct or cause the direction of the management and policies of a person, whether through the…

As used in this article, "Exchange Act" means the act of Congress known as the Securities Exchange Act of 1934, as amended.

(a) As used in this article, "interested shareholder", when used in reference to any resident domestic corporation, means any person (other than the resident domestic corporation or any subsidiary of the resident domestic corporation) that is: (1) the beneficial owner (directly o…

As used in this article, "market value", when used in reference to shares or property of any resident domestic corporation, means the following: (1) In the case of shares, the highest closing sale price of a share during the thirty-day period immediately preceding the date in que…

As used in this article, "preferred stock" means any class or series of shares of a resident domestic corporation that under the bylaws or articles of incorporation of the resident domestic corporation: (1) is entitled to receive payment of dividends before any payment of dividen…

(a) As used in this article, "resident domestic corporation" means a domestic corporation that has a class of voting shares registered with the Securities and Exchange Commission or another federal agency under Section 12 of the 1934 Exchange Act. (b) A resident domestic corporat…

As used in this article, "share" means: (1) any share or similar security, any certificate of interest, and participation in any profit sharing agreement, any voting trust certificate, or any certificate of deposit for a share; and (2) any security convertible, with or without co…

As used in this article, "share acquisition date", with respect to any person and any resident domestic corporation, means the date that the person first becomes an interested shareholder of the resident domestic corporation.

As used in this article, "subsidiary" of any resident domestic corporation means any other corporation of which voting shares having a majority of the outstanding voting shares of the other corporation entitled to be cast are owned (directly or indirectly) by the resident domesti…

As used in this article, "voting shares" means shares of capital stock of a corporation entitled to vote generally in the election of directors.

(a) Notwithstanding any other provision of law, except Sections 35-2-220 through 35-2-223, a resident domestic corporation may not engage in any business combination with any interested shareholder of the resident domestic corporation for a period of two years following the inter…

Notwithstanding any other provision of law, except Sections 35-2-218 and 35-2-220 through 35-2-223, a resident domestic corporation may not engage at any time in any business combination with any interested shareholder of the resident domestic corporation other than a business co…

This article does not apply to any business combination of a resident domestic corporation of which the articles of incorporation have been amended to provide that the resident domestic corporation is not subject to this article, and is a business combination with an interested s…

This article does not apply to any business combination of a resident domestic corporation: (1) the original articles of incorporation of which contain a provision expressly electing not to be governed by this article; or (2) that adopts an amendment of the resident domestic corp…

This article does not apply to any business combination of a resident domestic corporation with an interested shareholder of the resident domestic corporation who became an interested shareholder inadvertently, if the interested shareholder: (1) as soon as practicable, divests it…

This article does not apply to any business combination with an interested shareholder who was an interested shareholder on the effective date of this chapter.

(a) The provisions of this article also apply to a foreign corporation incorporated in any state other than South Carolina that has: (1) a class of voting shares registered with the Securities and Exchange Commission or another federal agency under Section 12 of the 1934 Exchange…

If any section, subsection, item, paragraph, subparagraph, sentence, clause, or phrase of this article is declared invalid, unenforceable, unlawful, or unconstitutional by a court of competent jurisdiction by final judgment, that judgment shall not affect or does not affect any o…

If the laws of the State under which a foreign corporation otherwise affected by this article was incorporated, chartered, or otherwise organized are expressly inconsistent with any section, subsection, item, paragraph, subparagraph, sentence, clause, or phrase of this article, t…