reglab/housing_qa huggingface dataset:
SC Code § 35-2-201 (2021)
2021 South Carolina Code of Laws|Title 35 - Securities|Chapter 2 - Control Share Acquisitions; Business Combinations|Section 35-2-201. "Affiliate" defined.

 As used in this article, "affiliate" means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with a specified person.  HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.  Editor's Note  1988 Act No. 444 Section 6 provides as follows:  "For purposes of this act, when the terms 'effective date of this chapter' or 'effective date of this article' or similar derivations thereof are used in Chapter 2, Title 35 of the 1976 Code, as contained in Section 5 of this act, these terms must be construed to mean the effective date of the amendments to Chapter 2 of Title 35 as contained in this act."
SC Code § 35-2-202 (2021)
2021 South Carolina Code of Laws|Title 35 - Securities|Chapter 2 - Control Share Acquisitions; Business Combinations|Section 35-2-202. "Announcement date" defined.

 As used in this article, "announcement date", when used in reference to any business combination, means the date of the first public announcement of the definitive proposal for the business combination, without regard to subsequent amendments.  HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.
SC Code § 35-2-203 (2021)
2021 South Carolina Code of Laws|Title 35 - Securities|Chapter 2 - Control Share Acquisitions; Business Combinations|Section 35-2-203. "Associate" defined.

 As used in this article, "associate", when used to indicate a relationship with any person, means:  (1) any corporation or organization of which the person is an officer or partner or is (directly or indirectly) the beneficial owner of ten percent or more of any class of voting shares;  (2) any trust or other estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or in a similar fiduciary capacity; and  (3) any relative or spouse of the person, or any relative of the spouse, who has the same home as the person.  HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.
SC Code § 35-2-204 (2021)
2021 South Carolina Code of Laws|Title 35 - Securities|Chapter 2 - Control Share Acquisitions; Business Combinations|Section 35-2-204. "Beneficial owner" defined.

 As used in this article, "beneficial owner", when used with respect to any shares, means a person that:  (1) individually or with or through any of its affiliates or associates beneficially owns the shares (directly or indirectly);  (2) individually or with or through any of its affiliates or associates has:  (A) the right to acquire the shares (whether the right is exercisable immediately or only after the passage of time) under any agreement, arrangement, or understanding (whether or not in writing), or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise. However, a person is not considered the beneficial owner of shares tendered under a tender or exchange offer made by the person or any of the person's affiliates or associates until the tendered shares are accepted for purchase or exchange; or  (B) the right to vote the shares under any agreement, arrangement, or understanding (whether or not in writing). However, a person is not considered the beneficial owner of any shares under this subitem (B) if the agreement, arrangement, or understanding to vote the shares arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made in accordance with the applicable regulations under the Exchange Act and is not then reportable on a Schedule 13D under the Exchange Act, or any comparable or successor report; or  (3) has any agreement, arrangement, or understanding (whether or not in writing) for the purpose of acquiring, holding, voting (except voting under a revocable proxy or consent as described in subitem (B) of item (2) of this section or disposing of the shares with any other person that beneficially owns, or whose affiliates or associates beneficially own (directly or indirectly) the shares.  HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.
SC Code § 35-2-206 (2021)
2021 South Carolina Code of Laws|Title 35 - Securities|Chapter 2 - Control Share Acquisitions; Business Combinations|Section 35-2-206. "Common stock" defined.

 As used in this article, "common stock" means any shares other than preferred shares.  HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.
SC Code § 35-2-207 (2021)
2021 South Carolina Code of Laws|Title 35 - Securities|Chapter 2 - Control Share Acquisitions; Business Combinations|Section 35-2-207. "Consummation date" defined.

 As used in this article, "consummation date", with respect to any business combination, means the date of consummation of the business combination or, in the case of a business combination as to which a shareholder vote is taken, the later of:  (1) the business day before the vote; or  (2) twenty days before the date of consummation of the business combination.  HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.
SC Code § 35-2-208 (2021)
2021 South Carolina Code of Laws|Title 35 - Securities|Chapter 2 - Control Share Acquisitions; Business Combinations|Section 35-2-208. "Control" defined.

 (a) As used in this article, "control", including the terms "controlling", "controlled by", and "under common control with", means the possession (directly or indirectly) of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.  (b) A person's beneficial ownership of ten percent or more of the voting power of a corporation's outstanding voting shares creates a presumption that the person has control of the corporation.  (c) Notwithstanding subsections (a) and (b), a person is not considered to have control of a corporation if the person holds voting power, in good faith and not for the purpose of circumventing this article, as an agent, bank, broker, nominee, custodian, or trustee for one or more beneficial owners who do not individually or as a group have control of the corporation.  HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.
SC Code § 35-2-209 (2021)
2021 South Carolina Code of Laws|Title 35 - Securities|Chapter 2 - Control Share Acquisitions; Business Combinations|Section 35-2-209. "Exchange Act" defined.

 As used in this article, "Exchange Act" means the act of Congress known as the Securities Exchange Act of 1934, as amended.  HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.
SC Code § 35-2-210 (2021)
2021 South Carolina Code of Laws|Title 35 - Securities|Chapter 2 - Control Share Acquisitions; Business Combinations|Section 35-2-210. "Interested shareholder" defined.

 (a) As used in this article, "interested shareholder", when used in reference to any resident domestic corporation, means any person (other than the resident domestic corporation or any subsidiary of the resident domestic corporation) that is:  (1) the beneficial owner (directly or indirectly) of ten percent or more of the voting power of the outstanding voting shares of the resident domestic corporation; or  (2) an affiliate or associate of the resident domestic corporation and at any time within the two-year period immediately before the date in question was the beneficial owner (directly or indirectly) of ten percent or more of the voting power of the then outstanding shares of the resident domestic corporation.  (b) For the purpose of determining whether a person is an interested shareholder, the number of voting shares of the resident domestic corporation considered to be outstanding includes shares considered to be beneficially owned by the person through application of Section 35-2-204, but does not include any other unissued shares of voting shares of the resident domestic corporation that may be issuable under any agreement, arrangement, or understanding, or upon exercise of conversion rights, warrants, or options, or otherwise.  HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.
SC Code § 35-2-211 (2021)
2021 South Carolina Code of Laws|Title 35 - Securities|Chapter 2 - Control Share Acquisitions; Business Combinations|Section 35-2-211. "Market value" defined.

 As used in this article, "market value", when used in reference to shares or property of any resident domestic corporation, means the following:  (1) In the case of shares, the highest closing sale price of a share during the thirty-day period immediately preceding the date in question on the composite tape for New York Stock Exchange listed shares, or, if the shares are not quoted on the composite tape or not listed on the New York Stock Exchange, on the principal United States securities exchange registered under the Exchange Act on which the shares are listed, or, if the shares are not listed on any such exchange, the highest closing bid quotation with respect to a share during the thirty-day period preceding the date in question on the National Association of Securities Dealers, Inc., Automated Quotations System or any system then in use, or if no such quotation is available, the fair market value on the date in question of a share as determined by the board of directors of the resident domestic corporation in good faith.  (2) In the case of property other than cash or shares, the fair market value of the property on the date in question as determined by the board of directors of the resident domestic corporation in good faith.  HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.
SC Code § 35-2-212 (2021)
2021 South Carolina Code of Laws|Title 35 - Securities|Chapter 2 - Control Share Acquisitions; Business Combinations|Section 35-2-212. "Preferred stock" defined.

 As used in this article, "preferred stock" means any class or series of shares of a resident domestic corporation that under the bylaws or articles of incorporation of the resident domestic corporation:  (1) is entitled to receive payment of dividends before any payment of dividends on some other class or series of shares; or  (2) is entitled in the event of any voluntary liquidation, dissolution, or winding up of the corporation to receive payment or distribution of a preferential amount before any payments or distributions are received by some other class or series of shares.  HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.
SC Code § 35-2-213 (2021)
2021 South Carolina Code of Laws|Title 35 - Securities|Chapter 2 - Control Share Acquisitions; Business Combinations|Section 35-2-213. "Resident domestic corporation" defined.

 (a) As used in this article, "resident domestic corporation" means a domestic corporation that has a class of voting shares registered with the Securities and Exchange Commission or another federal agency under Section 12 of the 1934 Exchange Act.  (b) A resident domestic corporation does not cease to be a resident domestic corporation by reason of events occurring or actions taken while the resident domestic corporation is subject to this article.  HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988; 1990 Act No. 446, Section 10, eff May 7, 1990.  Effect of Amendment  The 1990 amendment revised, in subsection (a), the definition of "resident domestic corporation".
SC Code § 35-2-214 (2021)
2021 South Carolina Code of Laws|Title 35 - Securities|Chapter 2 - Control Share Acquisitions; Business Combinations|Section 35-2-214. "Share" defined.

 As used in this article, "share" means:  (1) any share or similar security, any certificate of interest, and participation in any profit sharing agreement, any voting trust certificate, or any certificate of deposit for a share; and  (2) any security convertible, with or without consideration, into shares, or any warrant, call, or other option or privilege of buying shares without being bound to do so, or any other security carrying any right to acquire, subscribe to, or purchase shares.  HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.
SC Code § 35-2-215 (2021)
2021 South Carolina Code of Laws|Title 35 - Securities|Chapter 2 - Control Share Acquisitions; Business Combinations|Section 35-2-215. "Share acquisition date" defined.

 As used in this article, "share acquisition date", with respect to any person and any resident domestic corporation, means the date that the person first becomes an interested shareholder of the resident domestic corporation.  HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.
SC Code § 35-2-216 (2021)
2021 South Carolina Code of Laws|Title 35 - Securities|Chapter 2 - Control Share Acquisitions; Business Combinations|Section 35-2-216. "Subsidiary" defined.

 As used in this article, "subsidiary" of any resident domestic corporation means any other corporation of which voting shares having a majority of the outstanding voting shares of the other corporation entitled to be cast are owned (directly or indirectly) by the resident domestic corporation.  HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.
SC Code § 35-2-217 (2021)
2021 South Carolina Code of Laws|Title 35 - Securities|Chapter 2 - Control Share Acquisitions; Business Combinations|Section 35-2-217. "Voting shares" defined.

 As used in this article, "voting shares" means shares of capital stock of a corporation entitled to vote generally in the election of directors.  HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.
SC Code § 35-2-218 (2021)
2021 South Carolina Code of Laws|Title 35 - Securities|Chapter 2 - Control Share Acquisitions; Business Combinations|Section 35-2-218. Business combination with interested shareholder within two years of share acquisition date.

 (a) Notwithstanding any other provision of law, except Sections 35-2-220 through 35-2-223, a resident domestic corporation may not engage in any business combination with any interested shareholder of the resident domestic corporation for a period of two years following the interested shareholder's share acquisition date unless the business combination or the purchase of shares made by the interested shareholder on the interested shareholder's share acquisition date is approved by a majority of the disinterested members of the board of directors of the resident domestic corporation before the interested shareholder's share acquisition date. As used in this section, a director or person is 'disinterested' if the director or person is not a present or former officer or employee of the resident domestic corporation, or related corporation. If the board has less than three disinterested directors, the board shall appoint three or more disinterested persons to serve as a committee to vote on the issue.  (b) If a good faith proposal regarding a business combination is made in writing to the board of directors of the resident domestic corporation, the board of directors shall respond in writing within thirty days or that shorter period, if any, as may be required by the Exchange Act, setting forth its reasons for its decision regarding the proposal.  (c) If a good faith proposal to purchase shares is made in writing to the board of directors of the resident domestic corporation, the board of directors, unless it responds affirmatively in writing within thirty days or that shorter period, if any, as may be required by the Exchange Act, is considered to have disapproved the share purchase.  HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.
SC Code § 35-2-220 (2021)
2021 South Carolina Code of Laws|Title 35 - Securities|Chapter 2 - Control Share Acquisitions; Business Combinations|Section 35-2-220. Amendment of articles of incorporation making corporation subject to this article; application of article.

 This article does not apply to any business combination of a resident domestic corporation of which the articles of incorporation have been amended to provide that the resident domestic corporation is not subject to this article, and is a business combination with an interested shareholder whose share acquisition date is before the effective date of the amendment.  HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.  Editor's Note  1988 Act No. 444 Section 6 provides as follows:  "For purposes of this act, when the terms 'effective date of this chapter' or 'effective date of this article' or similar derivations thereof are used in Chapter 2, Title 35 of the 1976 Code, as contained in Section 5 of this act, these terms must be construed to mean the effective date of the amendments to Chapter 2 of Title 35 as contained in this act."
SC Code § 35-2-221 (2021)
2021 South Carolina Code of Laws|Title 35 - Securities|Chapter 2 - Control Share Acquisitions; Business Combinations|Section 35-2-221. Election not to be covered by this article; application of article.

 This article does not apply to any business combination of a resident domestic corporation:  (1) the original articles of incorporation of which contain a provision expressly electing not to be governed by this article; or  (2) that adopts an amendment of the resident domestic corporation's articles of incorporation expressly electing not to be governed by this article; or  (3) with an interested shareholder whose share acquisition date is on or before the effective date of this article; or  (4) such business combination was the subject of a written agreement in existence and binding upon the resident domestic corporation on the effective date of this article and such agreement is not amended or modified in any material respect after the effective date of this article.  HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.  Editor's Note  1988 Act No. 444 Section 6 provides as follows:  "For purposes of this act, when the terms 'effective date of this chapter' or 'effective date of this article' or similar derivations thereof are used in Chapter 2, Title 35 of the 1976 Code, as contained in Section 5 of this act, these terms must be construed to mean the effective date of the amendments to Chapter 2 of Title 35 as contained in this act."
SC Code § 35-2-222 (2021)
2021 South Carolina Code of Laws|Title 35 - Securities|Chapter 2 - Control Share Acquisitions; Business Combinations|Section 35-2-222. Inadvertent interested shareholder; application of article.

 This article does not apply to any business combination of a resident domestic corporation with an interested shareholder of the resident domestic corporation who became an interested shareholder inadvertently, if the interested shareholder:  (1) as soon as practicable, divests itself of a sufficient amount of the voting shares of the corporation so that it no longer is the beneficial owner (directly or indirectly) of ten percent or more of the outstanding voting shares of the resident domestic corporation; and  (2) at any time within the two-year period preceding the announcement date with respect to the business combination would not have been an interested shareholder but for the inadvertent acquisition.  HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.
SC Code § 35-2-223 (2021)
2021 South Carolina Code of Laws|Title 35 - Securities|Chapter 2 - Control Share Acquisitions; Business Combinations|Section 35-2-223. Interested shareholder on the effective date of this chapter; application of article.

 This article does not apply to any business combination with an interested shareholder who was an interested shareholder on the effective date of this chapter.  HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.  Editor's Note  1988 Act No. 444 Section 6 provides as follows:  "For purposes of this act, when the terms 'effective date of this chapter' or 'effective date of this article' or similar derivations thereof are used in Chapter 2, Title 35 of the 1976 Code, as contained in Section 5 of this act, these terms must be construed to mean the effective date of the amendments to Chapter 2 of Title 35 as contained in this act."
SC Code § 35-2-224 (2021)
2021 South Carolina Code of Laws|Title 35 - Securities|Chapter 2 - Control Share Acquisitions; Business Combinations|Section 35-2-224. Applicability to foreign corporations.

 (a) The provisions of this article also apply to a foreign corporation incorporated in any state other than South Carolina that has:  (1) a class of voting shares registered with the Securities and Exchange Commission or another federal agency under Section 12 of the 1934 Exchange Act; and  (2) its principal place of business, its principal office, or more than forty percent of its assets within South Carolina; and either:  (A) more than ten percent of its shareholders resident in South Carolina;  (B) more than ten percent of its shares owned by South Carolina residents; or  (C) ten thousand shareholders resident in South Carolina.  (b) The residence of a shareholder is presumed to be the address appearing in the records of the corporation.  (c) Shares held by banks (except as trustee or guardian), brokers, or nominees must be disregarded for purposes of calculating the percentages or numbers described in this section.  HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988; 1990 Act No. 446, Section 11, eff May 7, 1990.  Effect of Amendment  The 1990 amendment, in subsection (a), item (1), inserted "or another federal agency" and substituted "and" for "or" at the end; the provisions of former items (2) and (3) were deleted, and former item (4) was renumbered item (2).
SC Code § 35-2-225 (2021)
2021 South Carolina Code of Laws|Title 35 - Securities|Chapter 2 - Control Share Acquisitions; Business Combinations|Section 35-2-225. Severability.

 If any section, subsection, item, paragraph, subparagraph, sentence, clause, or phrase of this article is declared invalid, unenforceable, unlawful, or unconstitutional by a court of competent jurisdiction by final judgment, that judgment shall not affect or does not affect any other section, subsection, item, paragraph, subparagraph, sentence, clause, or phrase of this article which will remain in full force and effect as if the portion declared invalid or unconstitutional was not a part thereof originally.  HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.
SC Code § 35-2-226 (2021)
2021 South Carolina Code of Laws|Title 35 - Securities|Chapter 2 - Control Share Acquisitions; Business Combinations|Section 35-2-226. Conflict of laws with respect to foreign corporations.

 If the laws of the State under which a foreign corporation otherwise affected by this article was incorporated, chartered, or otherwise organized are expressly inconsistent with any section, subsection, item, paragraph, subparagraph, sentence, clause, or phrase of this article, that portion of this article has no force and effect with respect to that foreign corporation and the remainder of this article remains in full force and effect with respect to that foreign corporation as if that inconsistent section, subsection, item, paragraph, subparagraph, sentence, clause, or phrase of this article was not a part thereof originally.  HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.