2023 CODE OF GEORGIA › Title 14 - CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS (§§ 14-1-101 — 14-11-1109) › Chapter 2 - BUSINESS CORPORATIONS (§§ 14-2-101 — 14-2-1807) › Article 11 - MERGER AND SHARE EXCHANGE (§§ 14-2-1101 — 14-2-1133) › Part 3 - BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS (§§ 14-2-1131 — 14-2-1133) › Section 14-2-1132 - Business combinations with interested stockholders

(a)
Notwithstanding any other provision of this chapter (except for the provisions of subsection (b) of this Code section and Code Section
14-2-1133
), a resident domestic corporation shall not engage in any business combination with any interested shareholder for a period of five years following the time that such shareholder became an interested shareholder, unless:
(1)
Prior to such time the resident domestic corporation's board of directors approved either the business combination or the transaction which resulted in the shareholder becoming an interested shareholder;
(2)
In the transaction which resulted in the shareholder becoming an interested shareholder, the interested shareholder became the beneficial owner of at least 90 percent of the voting stock of the resident domestic corporation outstanding at the time the transaction commenced, excluding for purposes of determining the number of shares outstanding those shares owned by:
(A)
persons who are directors or officers, their affiliates, or associates;
(B)
subsidiaries of the resident domestic corporation; and
(C)
any employee stock plan under which participants do not have the right (as determined exclusively by reference to the terms of such plan and any trust which is part of such plan) to determine confidentially the extent to which shares held under such plan will be tendered in a tender or exchange offer; or
(3)
Subsequent to becoming an interested shareholder, such shareholder acquired additional shares resulting in the interested shareholder being the beneficial owner of at least 90 percent of the outstanding voting stock of the resident domestic corporation, excluding for purposes of determining the number of shares outstanding those shares owned by (A) persons who are directors or officers of the resident domestic corporation, their affiliates, or associates; (B) subsidiaries of the resident domestic corporation; and (C) any employee stock plan under which participants do not have the right (as determined exclusively by reference to the terms of such plan and any trust which is part of such plan) to determine confidentially the extent to which shares held under such plan will be tendered in a tender or exchange offer, and the business combination was approved at an annual or special meeting of shareholders by the holders of a majority of the voting stock entitled to vote thereon, excluding from said vote, for the purpose of this paragraph only, the voting stock beneficially owned by the interested shareholder or by (A) persons who are directors or officers of the resident domestic corporation, their affiliates, or associates; (B) subsidiaries of the resident domestic corporation; and (C) any employee stock plan under which participants do not have the right (as determined exclusively by reference to the terms of such plan and any trust which is part of such plan) to determine confidentially the extent to which shares held under such plan will be tendered in a tender or exchange offer.
(b)
The restrictions contained in this Code section shall not apply if a shareholder:
(1)
becomes an interested shareholder inadvertently;
(2)
as soon as practicable divests sufficient shares so that the shareholder ceases to be an interested shareholder; and
(3)
would not, at any time within the five-year period immediately prior to a business combination between the resident domestic corporation and such shareholder, have been an interested shareholder but for the inadvertent acquisition.