§ 21-2439 — Control-share acquisition, defined

Control-share acquisition shall mean an acquisition, directly or indirectly,
by an acquiring person of ownership of voting stock of an issuing public corporation
that, except for the Shareholders Protection Act, would, when added to all
other shares of the issuing public corporation owned by the acquiring person,
entitle the acquiring person, immediately after the acquisition, to exercise
or direct the exercise of a new range of voting power within any of the following
ranges of voting power: (1) At least twenty percent but less than thirty-three
and one-third percent; (2) at least thirty-three and one-third percent but
less than or equal to fifty percent; or (3) over fifty percent.
The acquisition of any shares of an issuing public corporation shall
not constitute a control-share acquisition if the acquisition is consummated
in any of the following circumstances: (a) Before April 9, 1988; (b) pursuant
to a contract existing before April 9, 1988; (c) pursuant to the laws of descent
and distribution; (d) pursuant to the satisfaction of a pledge or other security
interest created in good faith and not for the purpose of circumventing the
Shareholders Protection Act; (e) pursuant to a merger or plan of share exchange
effected in compliance with sections 21-2,161
to 21-2,168 if the issuing public corporation is a party to the
plan of merger or plan of share exchange; or (f) from a person who owns over
fifty percent of the shares of an issuing public corporation and who acquired
the shares prior to April 9, 1988.
All shares, the ownership of which is acquired within a one-hundred-twenty-day
period, and all shares, the ownership of which is acquired pursuant to a plan
to make a control-share acquisition, shall be deemed to have been acquired
in the same acquisition.

Legislative History

Source: Laws 1988, LB 1110, § 9; Laws 1995, LB 109, § 211; Laws 2014, LB749, § 274.