17-12,101. Same; acts prohibited; exceptions.
17-12,101
17-12,101. Same; acts prohibited; exceptions.
Notwithstanding any other provisions of chapter 17 of the
Kansas Statutes Annotated, a corporation shall not engage in any business
combination with any interested stockholder for a period of three years
following the date that such stockholder became an interested stockholder, unless:
(a) Prior to such date the board of directors of the corporation
approved either the business combination or the transaction which resulted
in the stockholder becoming an interested stockholder;
(b) upon consummation of the transaction which resulted in the
stockholder becoming an interested stockholder, the interested stockholder
owned at least 85% of the voting stock of the corporation outstanding at
the time the transaction commenced, excluding for purposes of determining
the number of shares outstanding those shares owned by persons who are
directors and also officers and employee stock plans in which employee
participants do not have the right to determine confidentially whether
shares held subject to the plan will be tendered in a tender or exchange offer; or
(c) on or subsequent to such date the business combination is approved
by the board of directors and authorized at an annual or special meeting of
stockholders, and not by written consent, by the affirmative vote of at
least 66 2/3% of the outstanding voting stock which is not owned by the
interested stockholder.
History: L. 1989, ch. 75, § 2; July 1.