§ 47-33-12 — Voting rights of shares acquired in control share acquisition.

(1) Shares referred to in § 47-33-8 acquired in a control share acquisition shall have the same voting rights as other shares of the same class or series only if approved by a resolution of shareholders of the domestic public corporation at a special or annual meeting of shareholders pursuant to § 47-33-10 . (2) The resolution of shareholders must be approved by: (a) The affirmative vote of the holders of the majority of the voting power of all outstanding shares entitled to vote including all shares held by the acquiring person; and (b) The affirmative vote of the holders of the majority of the voting power of all outstanding shares entitled to vote excluding all interested shares. A class or series of shares of the domestic public corporation is entitled to vote separately as a class or series if any provision of the control share acquisition would, if contained in a proposed amendment to the articles, entitle the class or series to vote separately as a class or series. (3) To have the voting rights accorded by approval of a resolution of shareholders, any proposed control share acquisition not consummated prior to the time of the shareholder approval must be consummated within one hundred eighty days after the shareholder approval. (4) Any shares referred to in § 47-33-8 acquired in a control share acquisition that do not have voting rights accorded to them by approval of a resolution of shareholders shall regain their voting rights upon transfer to a person other than the acquiring person or any affiliate or associate of the acquiring person unless the acquisition of the shares by the other person constitutes a control share acquisition, in which case the voting rights of the shares are subject to the provisions of this article.

Legislative History

SL 1990, ch 369, § 205.