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OH SB202
Bill
Status
7/10/2014
Primary Sponsor
Marlene Anielski
Click for details
AI Summary
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Adds an exception to the Control Share Acquisition Act for underwriters of securities who acquire shares in good faith through firm commitment underwriting registered under the Securities Act of 1933.
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Requires that any amendment to corporate regulations or articles of incorporation opting out of the Control Share Acquisition Act must be recommended by affirmative vote of a majority of the board of directors before shareholder approval.
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Applies a three-year look-back period to determine if a person qualifies as an "interested shareholder," including persons who were beneficial owners of 10% or more voting power at any time within the three years immediately prior to the determination date.
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Requires board recommendation by affirmative vote of a majority of directors for amendments eliminating director classification in issuing public corporations.
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Updates definitions and procedures for Chapter 1704 transactions involving issuing public corporations and interested shareholders.
Legislative Description
To provide exceptions to the applicability of the Control Share Acquisition Act, to require board approval for Act opt-out amendments of a corporation's regulations or articles of incorporation, and to apply a three-year look-back period to ownership of shares for purposes of determining applicability of certain shareholder transaction laws.
Control Share Acquisition Act-application/ shareholder transaction look-back period
Last Action
Effective Date
7/10/2014