South Dakota § 47-1A-1301 - Definitions.

§ 47-1A-1301. Definitions.

Terms used in §§ 47-1A-1301 to 47-1A-1331.2, inclusive, mean:

(1)    "Affiliate," any person that directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with another person or is a senior executive thereof. For purposes of subdivision 47-1A-1302.1(4), a person is deemed to be an affiliate of its senior executives;

(2)    "Beneficial shareholder," any person who is the beneficial owner of shares held in a voting trust or by a nominee on the beneficial owner's behalf;

(3)    "Corporation," the issuer of the shares held by a shareholder demanding appraisal and, for matters covered in §§ 47-1A-1321 to 47-1A-1331.2, inclusive, includes the surviving entity in a merger;

(4)    "Fair value," the value of the corporation's shares determined:

(a)    Immediately before the effectuation of the corporate action to which the shareholder objects;

(b)    Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal; and

(c)    Without discounting for lack of marketability or minority status except, if appropriate, for amendments to the articles pursuant to subdivision 47-1A-1302(5);

(5)    "Interest," interest from the effective date of the corporate action until the date of payment, at the rate of interest on judgments in this state on the effective date of the corporate action;

(6)    "Preferred shares," any class or series of shares whose holders have preference over any other class or series with respect to distributions;

(7)    "Record shareholder," the person in whose name shares are registered in the records of the corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with the corporation;

(8)    "Senior executive," the chief executive officer, chief operating officer, chief financial officer, and anyone in charge of a principal business unit or function;

(9)    "Shareholder," both a record shareholder and a beneficial shareholder.

Source: SL 2005, ch 239, § 280.