47-33-17. Business combinations between corporation and interested shareholder.
Except as provided in §47-33-19 relating to the application and effect of this section, a domestic public corporation shall not engage at any time in any business combination with any interested shareholder of the corporation other than:
(1)A business combination approved by the board of directors of the domestic public corporation prior to the interested shareholder's share acquisition date, or where the purchase of shares made by the interested shareholder on the interested shareholder's share acquisition date has been approved by the board of directors of the domestic public corporation prior to the interested shareholder's share acquisition date.
(2)A business combination approved:
(a)By the affirmative vote of the holders of a majority of the outstanding voting shares, not including any voting shares beneficially owned by the interested shareholder or any affiliate or associate of such interested shareholder, at a meeting called for such purpose no earlier than three months after the interested shareholder became, and if at the time of the meeting the interested shareholder is, the beneficial owner, directly or indirectly, of at least eighty percent of the voting shares, if the business combination also satisfies all the conditions of §47-33-18; or
(b)By the affirmative vote of all of the holders of all of the outstanding voting shares.
(3)A business combination approved by the affirmative vote of the holders of a majority of the outstanding voting shares, not including any voting shares beneficially owned by the interested shareholder or any affiliate or associate of the interested shareholder, at a meeting called for such purpose no earlier than four years after the interested shareholder's share acquisition date.
(4)A business combination approved by a majority of the outstanding voting shares at a shareholder's meeting called for such purpose no earlier than four years after the interested shareholder's share acquisition date, if the business combination also satisfies all of the conditions of §47-33-18.
Source: SL 1990, ch 369, §301.
Structure South Dakota Codified Laws
Chapter 33 - South Dakota Domestic Public Corporation Takeover Act
Section 47-33-1 - Citation of chapter.
Section 47-33-2 - Declaration of public policy.
Section 47-33-3 - Definition of terms.
Section 47-33-4 - Factors considered by board in discharging duties.
Section 47-33-5 - Creation of shares--Rights and options.
Section 47-33-6 - Right to sue.
Section 47-33-7 - Conflicting provisions of law.
Section 47-33-8 - Control share acquisition--Voting rights.
Section 47-33-9 - Information statement by control share acquisitioner--Controls.
Section 47-33-10 - Request for special meeting by acquiring person--Consideration of voting rights.
Section 47-33-11 - Notice of special shareholders meeting.
Section 47-33-12 - Voting rights of shares acquired in control share acquisition.
Section 47-33-14 - Right to demand fair value of voting shares--Notice of right of demand.
Section 47-33-17 - Business combinations between corporation and interested shareholder.