§ 23-1-42-2 — "Control share acquisition" defined

Indiana § 23-1-42-2

• Jurisdiction: Indiana
• Title 23: BUSINESS AND OTHER ASSOCIATIONS
• Art. 1: INDIANA BUSINESS CORPORATION LAW
• Ch. 42: Control Share Acquisitions

Text

(a) As used in this chapter, "control share
acquisition" means the acquisition (directly or indirectly) by any person
of ownership of, or the power to direct the exercise of voting power
with respect to, issued and outstanding control shares.
(b) For purposes of this section, shares acquired within ninety (90)
days or shares acquired pursuant to a plan to make a control share
acquisition are considered to have been acquired in the same
acquisition.
(c) For purposes of this section, a person who acquires shares in the
ordinary course of business for the benefit of others in good faith and
not for the purpose of circumventing this chapter has voting power only
of shares in respect of which that person would be able to exercise or
direct the exercise of votes without further instruction from others.
(d) The acquisition of any shares of an issuing public corporation
does not constitute a control share acquisition if the acquisition is
consummated in any of the following circumstances:
(1) Before January 8, 1986.
(2) Pursuant to a contract existing before January 8, 1986.
(3) Pursuant to the laws of descent and distribution.
(4) Pursuant to the satisfaction of a pledge or other security
interest created in good faith and not for the purpose of
circumventing this chapter.
(5) Pursuant to a merger or plan of share exchange effected in
compliance with IC 23-1-40 if the issuing public corporation is a
party to the agreement of merger or plan of share exchange.
(e) The acquisition of shares of an issuing public corporation in
good faith and not for the purpose of circumventing this chapter by or
from:
(1) any person whose voting rights had previously been
authorized by shareholders in compliance with this chapter; or
(2) any person whose previous acquisition of shares of an issuing
public corporation would have constituted a control share
acquisition but for subsection (d);
does not constitute a control share acquisition, unless the acquisition
entitles any person (directly or indirectly, alone or as a part of a group)
to exercise or direct the exercise of voting power of the corporation in
the election of directors in excess of the range of the voting power
otherwise authorized.

Legislative History

As added by P.L.149-1986, SEC.26.