Indiana § 23-1-20-3.5 "Beneficial owner"

Indiana Statutes

§ 23-1-20-3.5 — "Beneficial owner"

Indiana § 23-1-20-3.5

Title 23BUSINESS AND OTHER ASSOCIATIONS

Art. 1INDIANA BUSINESS CORPORATION LAW

Ch. 20General Definitions

This text of Indiana § 23-1-20-3.5 ("Beneficial owner") is published on Counsel Stack Legal Research, covering Indiana primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.

Bluebook

Ind. Code § 23-1-20-3.5 (2026).

Text

5. "Beneficial owner", for purposes of IC 23-1-22-4, IC 23-1-30-4, and IC 23-1-43, 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 affiliates or associates, has:

(A)the right to acquire the shares at any time, under any agreement, arrangement, or understanding, or upon the exercise of conversion rights, exchange rights, warrants, options, or otherwise; or

(B)the right to vote the shares under any agreement, arrangement, or understanding. However, a person is not a beneficial owner of shares tendered under a tender or exchange offer made by the person or any of the person's affiliates or associates until the tendered shares are accepted for purc

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5. "Beneficial owner", for purposes of IC 23-1-22-4, IC 23-1-30-4, and IC 23-1-43, 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 affiliates or
associates, has:
(A) the right to acquire the shares at any time, under any
agreement, arrangement, or understanding, or upon the exercise
of conversion rights, exchange rights, warrants, options, or
otherwise; or
(B) the right to vote the shares under any agreement,
arrangement, or understanding.
However, a person is not a beneficial owner of shares tendered
under a tender or exchange offer made by the person or any of the
person's affiliates or associates until the tendered shares are
accepted for purchase or exchange, and a person is not a
beneficial owner of shares under clause (B) if the agreement,
arrangement, or understanding to vote the shares arises solely
from a revocable proxy or consent given in response to a proxy or
consent solicitation made in accordance with the applicable
regulations under the Securities Exchange Act of 1934 and is not
then reportable on a Schedule 13D under the Securities Exchange
Act of 1934 or any comparable or successor report;
(3) has any agreement, arrangement, or understanding for the
purpose of acquiring, holding, voting (except as provided in
subdivision (2)), or disposing of the shares with any other person
that beneficially owns or whose affiliates or associates
beneficially own the shares, directly or indirectly; or
(4) has any derivative instrument that includes the opportunity,
directly or indirectly, to profit or share in any profit derived from
any increase in the value of the subject shares.