South Carolina § 35-2-109 - Voting rights of acquired control shares; resolution.

§ 35-2-109. Voting rights of acquired control shares; resolution.

(a) Control shares acquired in a control share acquisition have the same voting rights as were accorded the shares before the control share acquisition only to the extent granted by resolution approved by the shareholders of the issuing public corporation.

(b) To be approved under this section, the resolution must be approved by:

(1) each voting group entitled to vote separately on the proposal by a majority of all the votes entitled to be cast by that voting group, with the holders of the outstanding shares of a class being entitled to vote as a separate voting group if the proposed control share acquisition, if fully carried out, would result in any of the following changes:

(i) increase or decrease the aggregate number of authorized shares of the class;

(ii) effect an exchange or reclassification of all or part of the shares of the class into shares of another class;

(iii) effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;

(iv) change the designation, rights, preferences, or limitations of all or part of the shares of the class;

(v) change the shares of all or part of the class into a different number of shares of the same class;

(vi) create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;

(vii) increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;

(viii) limit or deny an existing preemptive right of all or part of the shares of the class; or

(ix) cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class; and

(2) each voting group entitled to vote separately on the proposal by a majority of all the votes entitled to be cast by that group, excluding all interested shares.

HISTORY: 1988 Act No. 444, SECTION 5, eff April 22, 1988.