[§414E-2]  Control share acquisitions. (a)  Unless otherwise expressly provided in the articles of incorporation of anissuing public corporation, this section applies to a control shareacquisition.

(b)  All shares acquired by an acquiring personin violation of subsection (e) shall be denied voting rights for one year afteracquisition.  The shares shall be nontransferable on the books of thecorporation for one year after acquisition and the corporation, during theone-year period, shall have the option to call the shares for redemption eitherat the price at which the shares were acquired or at book value per share as ofthe last day of the fiscal quarter ending prior to the date of the call forredemption.  The redemption shall occur on the date set in the call notice butnot later than sixty days after the call notice is given.

(c)  A person proposing to make a control shareacquisition shall deliver to the issuing public corporation at its principalexecutive office an information statement containing all of the following:

(1)  The identity of the person;

(2)  A reference that the statement is made under thissection;

(3)  The number of shares of the issuing publiccorporation beneficially owned by the person;

(4)  A specification of which of the following rangesof voting power in the election of directors would result from consummation ofthe control share acquisition:

(A)  At least ten per cent but less than twentyper cent;

(B)  At least twenty per cent but less thanthirty per cent;

(C)  At least thirty per cent but less thanforty per cent;

(D)  At least forty per cent but less than amajority; or

(E)  At least a majority; and

(5)  The terms of the proposed control shareacquisition, including, but not limited to, the source of funds or otherconsideration and the material terms of the financial arrangements for thecontrol share acquisition; any plans or proposals of the acquiring person toliquidate the issuing public corporation, sell all or substantially all of itsassets, or merge it or exchange its shares with any other person, change thelocation of its principal executive office or of a material portion of itsbusiness activities, change materially its management or policies ofemployment, alter materially its relationship with suppliers or customers orthe communities in which it operates, or make any other material change in itsbusiness, corporate structure, management, or personnel, and such otherinformation which would affect the decision of a shareholder with respect tovoting on the proposed control share acquisition.

(d)  Within five days after receipt of aninformation statement pursuant to subsection (c), a special meeting of theshareholders of the issuing public corporation shall be called pursuant tosection 414‑122, to vote on the proposed control share acquisition.  Themeeting shall be held no later than fifty-five days after receipt of theinformation statement, unless the acquiring person agrees to a later date andno sooner than thirty days after receipt of the information statement, unlessthe acquiring person so requests in writing when delivering the informationstatement.  The notice of the meeting at a minimum shall be accompanied by acopy of the information statement, and a statement disclosing that the issuingpublic company recommends:

(1)  Acceptance of;

(2)  Expresses no opinion and is remaining neutraltoward; or

(3)  Is unable to take a position with respect to;

the proposed control share acquisition.  The noticeof meeting shall be given within twenty-five days after receipt of theinformation statement.

Notwithstanding any contrary provision of thischapter, a proxy relating to a meeting of shareholders required under thissubsection must be solicited separately from the offer to purchase orsolicitation of an offer to sell shares of the issuing public corporation andmust not be solicited sooner than thirty days before the meeting unlessotherwise agreed in writing by the acquiring person and the issuing publiccorporation.

(e)  The acquiring person may consummate theproposed control share acquisition if and only if both the following occur:

(1)  The proposed control share acquisition isapproved by the affirmative vote of the holders of a majority of the votingpower of all shares entitled to vote which are not beneficially owned by theacquiring person.  A class or series of shares of the corporation is entitledto vote as a class or series if any provision of the control share acquisitionwould, if contained in a proposed amendment to the articles, entitle the classor series to vote as a class or series; and

(2)  The proposed control share acquisition isconsummated within one hundred eighty days after shareholder approval. [L 2001,c 129, pt of §1]