§ 53-11-26 — Shareholders' preemptive rights

Except to the extent limited or denied by this section or by the articles of incorporation, shareholders shall have a preemptive right to acquire authorized but unissued shares, or securities convertible into such shares or carrying a right to subscribe to or acquire shares. Unless otherwise provided in the articles of incorporation: A. holders of shares of any class that is preferred or limited as to dividends or assets shall not be entitled to any preemptive right; B. holders of shares of common stock shall not be entitled to any preemptive right to shares of any class that is preferred or limited as to dividends or assets or to any obligations, unless convertible into shares of common stock or carrying a right to subscribe to or acquire shares of common stock; C. holders of common stock without voting power shall have no preemptive right to shares of common stock with voting power; and D. the preemptive right shall be only an opportunity to acquire shares or other securities under such terms and conditions as the board of directors may fix for the purpose of providing a fair and reasonable opportunity for the exercise of such right.

Legislative History

1953 Comp., § 51-24-25, enacted by Laws 1975, ch. 64, § 12; 1983, ch. 304, §