§ 10-35-22 — Duration of poison pills limited

North Dakota § 10-35-22

• Jurisdiction: North Dakota
• Title 10: Corporations
• Ch. 10-35: Publicly Traded Corporations

Text

1. If a publicly traded corporation adopts, creates, or issues a poison pill without a vote of
its shareholders authorizing that action, the poison pill must expire or be redeemed
and will otherwise be of no further force or effect not later than the earlier of:
a. One year after the date of its adoption, creation, or issuance; or
b. Ninety days after the first public announcement that a number of shares have
been tendered into an offer to purchase any and all shares of the corporation,
which number of shares tendered represents at least a majority of the
outstanding shares of each class or series of shares entitled to vote generally for
the election of directors when added to those shares owned beneficially or of
record by the person or group of persons making the offer or by any affiliates of
that person or group of persons.
2. If authorized by a vote of its shareholders, a publicly traded corporation may:
a. Adopt, create, or issue a poison pill that will be in effect for a period not longer
than the shorter of:
(1) Two years; and
(2) The period set forth in subdivision b of subsection 1; or
b. Extend the period during which a poison pill adopted, created, or issued pursuant
to subsection 1 will be in effect to not longer in the aggregate than the period set
forth in subdivision a.
3. A publicly traded corporation may not adopt, create, or issue a poison pill without the
approval of its shareholders until after it has held a regular meeting of shareholders
after its most recent prior poison pill has expired or been redeemed and otherwise
ceased to be of any force or effect. The date of the regular meeting of shareholders
must:
a. Comply with section 10-35-12;
b. Be at least ninety days after the date on which the prior poison pill expired, was
redeemed, or otherwise ceased to be of any force or effect; and
c. If the corporation has an advance notice requirement adopted pursuant to section
10-35-07, give the shareholders the full period of time required by subsection 4 of
section 10-35-07 in which to provide notice to the corporation of an intention to
nominate candidates for election at the meeting.