47-33-4. Factors considered by board in discharging duties.
(1) In discharging the duties of their respective positions in taking action which may involve or relate to a change or potential change in the control of a domestic public corporation, and in determining what they reasonably believe to be in the best interest of the corporation, the board and individual directors may, in addition to considering the effects of any such action on the shareholders, consider any of the following:
(a)The long-term as well as the short-term interests of the corporation and its shareholders, including the possibility that these interests may be best served by the continued independence of the corporation;
(b)The effects of the action on the corporation's employees, customers, creditors and suppliers of goods and services;
(c)The effects of the action upon any community in which an office or other facility of the corporation is located; and
(d)The economy of this state and the nation. The consideration of those factors shall not constitute a violation of the director's fiduciary duty to the corporation or its shareholders, including, without limiting the generality of the foregoing, a director's duty of loyalty.
(2) If on the basis of the factors described in subdivision (1), the board determines that a change or potential change in the control of the domestic public corporation is not in the best interest of the corporation, it may reject a proposal or offer made to effect the change or potential change in the control of the corporation. If the board determines to reject any such proposal or offer, the board shall have no obligation to facilitate, remove any barriers to, or refrain from impeding the proposal or offer. Without limiting the generality of the foregoing, in the event the board determines that a change or potential change in the control of the domestic public corporation is not in the best interest of the corporation, the board shall have no obligation to redeem or to render inapplicable any rights or options described in §47-33-5.
Source: SL 1990, ch 369, §104.
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.