Title 47 — CORPORATIONS
51 chapters · 1,570 sections in this title.
SDCL § 47-33-1 Citation of chapter
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This chapter shall be known and may be cited as the South Dakota Domestic Public Corporation Takeover Act. Source: SL 1990, ch 369 , § 101.
SDCL § 47-33-10 Request for special meeting by acquiring person--Consideration of voting rights
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(1) If the acquiring person so requests in writing at the time of delivery of an information statement pursuant to § 47-33-9 , and has made, or has made a bona fide written offer to make, a control share acquisition and gives a written undertaking to pay or reimburse the domestic…
SDCL § 47-33-11 Notice of special shareholders meeting
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The notice of the meeting shall be given to all shareholders of record as of the record date set for the meeting, whether or not entitled to vote at the meeting. The notice shall at a minimum be accompanied by a copy of the information statement, and a copy of any amendment to th…
SDCL § 47-33-12 SDCL 47-33-12
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For the purpose of subparagraph (ii) of this subsection, the residence of each shareholder is the address of the shareholder which appears on the records of the domestic public corporation; (o) "Equity security,": (i) Any share or similar security, any certificate of interest, an…
SDCL § 47-33-13 Redemption of shares in absence of information statement or negative vote by shareholders
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Unless otherwise expressly provided in the articles of a domestic public corporation before a control share acquisition has occurred, the domestic public corporation shall have the option to call for redemption of all but not less than all shares referred to in § 47-33-8 acquired…
SDCL § 47-33-14 SDCL 47-33-14
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All shareholders, wherever residing, whose demands have not been settled, shall be made parties to the proceeding. A copy of the petition shall be served on each such shareholder. The jurisdiction of the court shall be plenary and exclusive. (4) The court may appoint one or more …
SDCL § 47-33-15 Written demand for fair value of shares--Remittance by acquiring person--Court settlement after sixty days--Court procedure--Costs
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(1) Any shareholder of the domestic public corporation who receives the notice required by § 47-33-14 and who is entitled to and desires to receive fair value for his shares from the acquiring person, may make written demand on the acquiring person for payment of the fair value o…
SDCL § 47-33-16 Application of chapter to acquiring person--Application to non - public domestic corporations
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(1) If a corporation is a domestic public corporation as of the acquiring person's share acquisition date, this chapter shall continue to apply to such corporation with respect to such acquiring person and its affiliates and associates, regardless of changes in the corporation wh…
SDCL § 47-33-17 Business combinations between corporation and interested shareholder
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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 th…
SDCL § 47-33-18 Required conditions for business combination--Aggregate amount of cash and marked value--Consideration--Beneficial owners
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A business combination conforming to subsection 47-33-17(2)(a) and subdivision 47-33-17(4) shall also meet all of the following conditions: (1) The aggregate amount of the cash and the market value as of the consummation date of consideration other than cash to be received per sh…
SDCL § 47-33-19 Conditions making § 47-33-17 inapplicable--Effect of corporation changes after acquisition date
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(1) Section 47-33-17 shall not apply to any business combination of a domestic public corporation: (a) If the articles of the domestic public corporation provide that this article shall not be applicable to the domestic public corporation: (i) By a provision included in the origi…
SDCL § 47-33-2 Declaration of public policy
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The Legislature hereby finds and declares the following to be the public policy of this state: (1) This state has traditionally regulated the affairs of corporations organized in this state, including the regulation of mergers and other business combinations and the rights of sha…
SDCL § 47-33-3 Definition of terms
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(1) Terms used in this chapter mean: (a) "Acquiring person," a person that makes or proposes to make a control share acquisition. If two or more persons act as a partnership, limited partnership, syndicate or other group pursuant to any written or unwritten agreement, arrangement…
SDCL § 47-33-4 Factors considered by board in discharging duties
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(1) In discharging the duties of their respective positions in taking action which may involve or relate to a change or potential change in the control of a domestic public corporation, and in determining what they reasonably believe to be in the best interest of the corporation,…
SDCL § 47-33-5 Creation of shares--Rights and options
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Subject to any provisions contained in its articles, which shall be applicable only to rights or options created or issued thereafter, a domestic public corporation may create and issue, by way of distributions to shareholders, as dividends or otherwise, rights or options entitli…
SDCL § 47-33-6 Right to sue
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An acquiring person, an interested shareholder, a domestic public corporation and shareholders of a domestic public corporation may sue at law or in equity to enforce the provisions of this chapter. Source: SL 1990, ch 369 , § 106.
SDCL § 47-33-7 Conflicting provisions of law
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(1) The requirements of this chapter are in addition to the requirements of other applicable law and any requirements contained in either the articles or bylaws of a domestic public corporation. For the purpose of applying this chapter, if any other provision of law is inconsiste…
SDCL § 47-33-8 Control share acquisition--Voting rights
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Unless the corporation's articles expressly provide, before the control share acquisition, that §§ 47-33-8 to 47-33-16 , inclusive, do not apply to control share acquisitions of shares of the corporation, the shares of a domestic public corporation acquired by an acquiring person…
SDCL § 47-33-9 Information statement by control share acquisitioner--Controls
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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 fol…