reglab/housing_qa huggingface dataset:
SD Codified L § 47-31B-703 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 31B - Uniform Securities Act Of 2002|Section 47-31B-703 - Application of chapter to existing proceeding and existing rights and duties.

47-31B-703. Application of chapter to existing proceeding and existing rights and duties.(a) Applicability of predecessor act to pending proceedings and existing rights. The predecessor act exclusively governs all actions or proceedings that are pending on July 1, 2004 or may be instituted on the basis of conduct occurring before July 1, 2004, but a civil action may not be maintained to enforce any liability under the predecessor act unless instituted within any period of limitation that applied when the cause of action accrued or within five years after July 1, 2004, whichever is earlier.(b) Continued effectiveness under predecessor act. All effective registrations under the predecessor act, all administrative orders relating to the registrations, rules, statements of policy, interpretative opinions, declaratory rulings, no action determinations, and conditions imposed on the registrations under the predecessor act remain in effect while they would have remained in effect if this chapter had not been enacted. They are considered to have been filed, issued, or imposed under this chapter, but are exclusively governed by the predecessor act.(c) Applicability of predecessor act to offers or sales. The predecessor act exclusively applies to an offer or sale made within one year after July 1, 2004 pursuant to an offering made in good faith before July 1, 2004 on the basis of an exemption available under the predecessor act. Source: SL 2004, ch 278, §53.
SD Codified L § 47-33-1 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 33 - South Dakota Domestic Public Corporation Takeover Act|Section 47-33-1 - Citation of chapter.

47-33-1. Citation of chapter.This chapter shall be known and may be cited as the South Dakota Domestic Public Corporation Takeover Act. Source: SL 1990, ch 369, §101.
SD Codified L § 47-33-2 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 33 - South Dakota Domestic Public Corporation Takeover Act|Section 47-33-2 - Declaration of public policy.

47-33-2. Declaration of public policy.The Legislature hereby finds and declares the following to be the public policy of this state:(1)This state has traditionally regulated the affairs of corporations organized in this state, including the regulation of mergers and other business combinations and the rights of shareholders. The United State Supreme Court has recently reaffirmed the power of states to regulate these affairs.(2)Domestic public corporations encompass, represent and affect, through their ongoing business operations, a variety of constituencies, including South Dakota shareholders, employees, customers, creditors, suppliers of goods and services, and local communities and their economies whose welfare is vital to the state's interests.(3)In order to promote such welfare, the regulation of the internal affairs of domestic public corporations as reflected in the laws of this state governing business corporations should allow for the stable, long-term growth of domestic public corporations.(4)Takeovers of publicly held corporations frequently occur through acquisition techniques which in effect coerce shareholders to participate in the transaction.(5)Takeovers of publicly held corporations are also frequently financed largely through debt to be repaid in the short term through changes in the operations of the target corporation, by the sale of substantial assets of the target corporation, and other means. In other states, such takeovers have impaired local employment conditions and disrupted local commercial activity. These takeovers involve a substantial risk of unfair business dealing, may prevent shareholders from realizing the full value of their holdings through forced mergers and other coercive devices, and may undermine the state's interest in promoting stable relationships involving the corporations that it charters. The threat of these takeovers also deprives shareholders of value by forcing the adoption of short-term business strategies as well as defensive tactics which may not be in the public interest.(6)This chapter is not intended to prevent the use of any other lawful measure to challenge or defend against attempts to acquire control of a domestic public corporation, including, without limiting the generality of the foregoing, rights and options described in §47-33-5. Source: SL 1990, ch 369, §102.
SD Codified L § 47-33-4 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 33 - South Dakota Domestic Public Corporation Takeover Act|Section 47-33-4 - Factors considered by board in discharging duties.

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.
SD Codified L § 47-33-5 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 33 - South Dakota Domestic Public Corporation Takeover Act|Section 47-33-5 - Creation of shares--Rights and options.

47-33-5. Creation of shares--Rights and options.Subject to any provisions contained in its articles, which shall be applicable only to rights or options created or issued thereafter, a domestic public corporation may create and issue, by way of distributions to shareholders, as dividends or otherwise, rights or options entitling the holders thereof to purchase from the corporation shares of any class or series. Such rights or options shall be evidenced in such manner as the board shall approve and shall set forth the terms upon which, the time within which, and the price at which such shares may be purchased from the corporation upon the exercise of any such right or option. The terms and conditions of such rights or options may include, without limitation, provisions which adjust the option price or number of shares issuable under such rights or options in the event of an acquisition of shares or a reorganization, merger, consolidation, sale of assets or other occurrence involving the domestic public corporation, and restrictions or conditions that preclude or limit the entitlement, exercise or transfer of such rights or options by any person or persons who, after the date of the creation or issuance of such rights or options, acquires, obtains the right to acquire or offers to acquire, directly or indirectly, beneficial ownership of a specified number or percentage of the domestic public corporation's outstanding voting shares or other shares of the corporation, or that invalidate or void such rights or options held by any such person or persons. This section applies to rights or options created or issued before, on or after February 21, 1990. Source: SL 1990, ch 369, §105.
SD Codified L § 47-33-6 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 33 - South Dakota Domestic Public Corporation Takeover Act|Section 47-33-6 - Right to sue.

47-33-6. Right to sue.An acquiring person, an interested shareholder, a domestic public corporation and shareholders of a domestic public corporation may sue at law or in equity to enforce the provisions of this chapter. Source: SL 1990, ch 369, §106.
SD Codified L § 47-33-7 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 33 - South Dakota Domestic Public Corporation Takeover Act|Section 47-33-7 - Conflicting provisions of law.

47-33-7. Conflicting provisions of law.(1) The requirements of this chapter are in addition to the requirements of other applicable law and any requirements contained in either the articles or bylaws of a domestic public corporation. For the purpose of applying this chapter, if any other provision of law is inconsistent with, in conflict with or contrary to this chapter, that provision does not apply to the extent that it is inconsistent with, in conflict with or contrary to this chapter and the provisions of this chapter shall prevail over that other provision.(2) Notwithstanding subdivision (1), any provision of this chapter which is inconsistent with, in conflict with or contrary to §49-33-14.2 or 49-33-31 shall not apply to a domestic public corporation organized under chapter 49-33. Source: SL 1990, ch 369, §107.
SD Codified L § 47-33-8 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 33 - South Dakota Domestic Public Corporation Takeover Act|Section 47-33-8 - Control share acquisition--Voting rights.

47-33-8. Control share acquisition--Voting rights.Unless the corporation's articles expressly provide, before the control share acquisition, that §§47-33-8 to 47-33-16, inclusive, do not apply to control share acquisitions of shares of the corporation, the shares of a domestic public corporation acquired by an acquiring person in a control share acquisition that exceed the threshold of voting power of any of the ranges specified in subdivision 47-33-9(4) shall have only the voting rights as shall be accorded to them pursuant to §47-33-12. Source: SL 1990, ch 369, §201.
SD Codified L § 47-33-10 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 33 - South Dakota Domestic Public Corporation Takeover Act|Section 47-33-10 - Request for special meeting by acquiring person--Consideration of voting rights.

47-33-10. Request for special meeting by acquiring person--Consideration of voting rights.(1) If the acquiring person so requests in writing at the time of delivery of an information statement pursuant to §47-33-9, and has made, or has made a bona fide written offer to make, a control share acquisition and gives a written undertaking to pay or reimburse the domestic public corporation's expenses of a special meeting, except the expenses of the domestic public corporation in opposing according voting rights with respect to shares acquired or to be acquired in the control share acquisition, within ten days after receipt by the domestic public corporation of the information statement, a special meeting of the shareholders of the domestic public corporation shall be called for the sole purpose of considering the voting rights to be accorded shares referred to in §47-33-8 acquired or to be acquired pursuant to the control share acquisition.(2) The special meeting shall be held no later than fifty days after receipt of the information statement, unless the acquiring person agrees to a later date. If the acquiring person so requests in writing at the time of delivery of the information statement, the special meeting shall not be held sooner than thirty days after receipt by the domestic public corporation of the information statement.(3) If no request for a special meeting is made, consideration of the voting rights to be accorded shares referred to in §47-33-8 acquired or to be acquired pursuant to the control share acquisition shall be presented to the next special or annual meeting of the shareholders, unless prior thereto the matter of the voting rights becomes moot. Source: SL 1990, ch 369, §203.
SD Codified L § 47-33-11 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 33 - South Dakota Domestic Public Corporation Takeover Act|Section 47-33-11 - Notice of special shareholders meeting.

47-33-11. Notice of special shareholders meeting.The notice of the meeting shall be given to all shareholders of record as of the record date set for the meeting, whether or not entitled to vote at the meeting. The notice shall at a minimum be accompanied by a copy of the information statement, and a copy of any amendment to the information statement previously delivered to the domestic public corporation, and a statement disclosing that the board of the domestic public corporation recommends approval of, expresses no opinion and is remaining neutral toward, recommends rejection of, or is taking no position or making no recommendation with respect to according voting rights to the shares referred to in §47-33-8 acquired or to be acquired in the control share acquisition. Any amendments to the information statement received after mailing the notice of and prior to the meeting shall be mailed promptly to the shareholders by the domestic public corporation. Source: SL 1990, ch 369, §204.
SD Codified L § 47-33-12 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 33 - South Dakota Domestic Public Corporation Takeover Act|Section 47-33-12 - Voting rights of shares acquired in control share acquisition.

47-33-12. Voting rights of shares acquired in control share acquisition.(1) Shares referred to in §47-33-8 acquired in a control share acquisition shall have the same voting rights as other shares of the same class or series only if approved by a resolution of shareholders of the domestic public corporation at a special or annual meeting of shareholders pursuant to §47-33-10.(2) The resolution of shareholders must be approved by:(a)The affirmative vote of the holders of the majority of the voting power of all outstanding shares entitled to vote including all shares held by the acquiring person; and(b)The affirmative vote of the holders of the majority of the voting power of all outstanding shares entitled to vote excluding all interested shares.A class or series of shares of the domestic public corporation is entitled to vote separately as a class or series if any provision of the control share acquisition would, if contained in a proposed amendment to the articles, entitle the class or series to vote separately as a class or series.(3) To have the voting rights accorded by approval of a resolution of shareholders, any proposed control share acquisition not consummated prior to the time of the shareholder approval must be consummated within one hundred eighty days after the shareholder approval.(4) Any shares referred to in §47-33-8 acquired in a control share acquisition that do not have voting rights accorded to them by approval of a resolution of shareholders shall regain their voting rights upon transfer to a person other than the acquiring person or any affiliate or associate of the acquiring person unless the acquisition of the shares by the other person constitutes a control share acquisition, in which case the voting rights of the shares are subject to the provisions of this article. Source: SL 1990, ch 369, §205.
SD Codified L § 47-33-13 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 33 - South Dakota Domestic Public Corporation Takeover Act|Section 47-33-13 - Redemption of shares in absence of information statement or negative vote by shareholders.

47-33-13. Redemption of shares in absence of information statement or negative vote by shareholders.Unless otherwise expressly provided in the articles of a domestic public corporation before a control share acquisition has occurred, the domestic public corporation shall have the option to call for redemption of all but not less than all shares referred to in §47-33-8 acquired in a control share acquisition, at a redemption price equal to the market value of the shares at the time of the call for redemption, in the event:(1)An information statement has not been delivered to the domestic public corporation by the acquiring person by the tenth day after the control share acquisition; or(2)An information statement has been delivered but the shareholders have voted not to accord voting rights to such shares pursuant to §47-33-12.The call for redemption shall be given by the domestic public corporation within thirty days after the domestic public corporation has knowledge of the event giving the domestic public corporation the option to call the shares for redemption and the shares shall be redeemed within sixty days after the call is given. Source: SL 1990, ch 369, §206.
SD Codified L § 47-33-16 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 33 - South Dakota Domestic Public Corporation Takeover Act|Section 47-33-16 - Application of chapter to acquiring person--Application to non-public domestic corporations.

47-33-16. Application of chapter to acquiring person--Application to non-public domestic corporations.(1) If a corporation is a domestic public corporation as of the acquiring person's share acquisition date, this chapter shall continue to apply to such corporation with respect to such acquiring person and its affiliates and associates, regardless of changes in the corporation which occur on or after that date which would otherwise result in the corporation ceasing to be a domestic public corporation, if such changes result, directly or indirectly, from action taken or proposed by or on behalf of, or pursuant to any written or unwritten agreement, arrangement, relationship, understanding, or otherwise with, the acquiring person or any affiliate or associate of the acquiring person, or from the transactions by which the person became an acquiring person or an interested shareholder.(2) In addition to domestic public corporations, §§47-33-8 to 47-33-16, inclusive, shall also apply to a control share acquisition of shares of other domestic corporations that meet the requirements of a domestic public corporation except that the corporation is not a publicly-held corporation, if an express provision electing to be subject to §§47-33-8 to 47-33-16, inclusive, is contained in the articles of such corporation and the control share acquisition occurs after the effective date of the provision, in which event the term "domestic public corporation" as used in §§47-33-1 to 47-33-7, inclusive, and §§47-33-8 to 47-33-16, inclusive, shall be deemed to include such electing domestic corporation. Source: SL 1990, ch 369, §209.
SD Codified L § 47-33-17 (2021)
2021 South Dakota Codified Laws|Title 47 - Corporations|Chapter 33 - South Dakota Domestic Public Corporation Takeover Act|Section 47-33-17 - Business combinations between corporation and interested shareholder.

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.