reglab/statecodes huggingface dataset:
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 37. Indemnification of Directors, Officers, Employees, and Agents › 23-1-37-15. Indemnification Rights Under Articles of Incorporation, Bylaws, or Resolutions

Sec. 15. (a) The indemnification and advance for expenses provided for or authorized by this chapter does not exclude any other rights to indemnification and advance for expenses that a person may have under:
(1) a corporation's articles of incorporation or bylaws;
(2) a resolution of the board of directors or of the shareholders; or
(3) any other authorization, whenever adopted, after notice, by a majority vote of all the voting shares then issued and outstanding.
(b) If the articles of incorporation, bylaws, resolutions of the board of directors or of the shareholders, or other duly adopted authorization of indemnification or advance for expenses limit indemnification or advance for expenses, indemnification and advance for expenses are valid only to the extent consistent with the articles, bylaws, resolution of the board of directors or of the shareholders, or other duly adopted authorization of indemnification or advance for expenses.
(c) This chapter does not limit a corporation's power to pay or reimburse expenses incurred by a director, officer, employee, or agent in connection with the person's appearance as a witness in a proceeding at a time when the person has not been made a named defendant or respondent to the proceeding.
As added by P.L.149-1986, SEC.21.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 38. Amendment of Articles of Incorporation › 23-1-38-1. Required and Permitted Changes; Vested Property Rights

Sec. 1. (a) A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted to be in the articles of incorporation or to delete a provision not required to be in the articles of incorporation. Whether a provision is required or permitted to be in the articles of incorporation is determined as of the effective date of the amendment.
(b) A shareholder of the corporation does not have a vested property right resulting from any provision in the articles of incorporation, or authorized to be in the bylaws by this article or the articles of incorporation including provisions relating to management, control, capital structure, dividend entitlement, or purpose or duration of the corporation.
As added by P.L.149-1986, SEC.22.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 38. Amendment of Articles of Incorporation › 23-1-38-2. Amendments by Board of Directors Without Shareholder Action

Sec. 2. Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one (1) or more amendments to the corporation's articles of incorporation without shareholder action to:
(1) extend the duration of the corporation if it was incorporated at a time when limited duration was required by law;
(2) delete the names and addresses of the initial directors;
(3) delete the name and address of the initial registered agent or registered office, if a statement of change is on file with the secretary of state;
(4) change each issued and unissued authorized share of an outstanding class into a greater number of whole shares or a lesser number of whole shares and fractional shares if the corporation has only shares of that class outstanding;
(5) change the corporate name by substituting the word "corporation", "incorporated", "company", "limited", or the abbreviation "corp.", "inc.", "co.", or "ltd.", for a similar word or abbreviation in the name, or by adding, deleting, or changing a geographical attribution for the name;
(6) reduce the number of authorized shares solely as the result of a cancellation of treasury shares; or
(7) make any other change expressly permitted by this article to be made without shareholder action.
As added by P.L.149-1986, SEC.22. Amended by P.L.107-1987, SEC.15.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 38. Amendment of Articles of Incorporation › 23-1-38-3. Proposal of Amendment for Submission to Shareholders; Procedure for Adoption

Sec. 3. (a) A corporation's board of directors may propose one (1) or more amendments to the articles of incorporation for submission to the shareholders.
(b) For the amendment to be adopted:
(1) the board of directors must recommend the amendment to the shareholders unless the board of directors determines that because of conflict of interest or other special circumstances it should make no recommendation and communicates the basis for its determination to the shareholders with the amendment; and
(2) the shareholders entitled to vote on the amendment must approve the amendment as provided in subsection (e).
(c) The board of directors may condition its submission of the proposed amendment on any basis.
(d) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with IC 23-1-29-5. The notice of meeting must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed amendment and must contain or be accompanied by a copy or summary of the amendment.
(e) Unless this article, the articles of incorporation, or the board of directors (acting under subsection (c)) require a greater vote or a vote by voting groups, the amendment to be adopted must be approved by:
(1) a majority of the votes entitled to be cast on the amendment by any voting group with respect to which the amendment would create dissenters' rights; and
(2) the votes required by IC 23-1-30-6 and IC 23-1-30-7 by every other voting group entitled to vote on the amendment.
As added by P.L.149-1986, SEC.22.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 38. Amendment of Articles of Incorporation › 23-1-38-4. Voting by Shareholders

Sec. 4. (a) The holders of the outstanding shares of a class are entitled to vote as a separate voting group (if shareholder voting is otherwise required by this article) on a proposed amendment if the amendment would:
(1) increase or decrease the aggregate number of authorized shares of the class;
(2) effect an exchange or reclassification of all or part of the shares of the class into shares of another class;
(3) effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;
(4) change the designation, rights, preferences, or limitations of all or part of the shares of the class;
(5) change the shares of all or part of the class into a different number of shares of the same class;
(6) create a new class of shares having rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;
(7) increase the rights, preferences, or number of authorized shares of any class that, after giving effect to the amendment, have rights or preferences with respect to distributions or to dissolution that are prior, superior, or substantially equal to the shares of the class;
(8) limit or deny an existing preemptive right of all or part of the shares of the class; or
(9) cancel or otherwise affect rights to distributions or dividends that have accumulated but not yet been declared on all or part of the shares of the class.
(b) If a proposed amendment would affect a series of a class of shares in one (1) or more of the ways described in subsection (a), the shares of that series are entitled to vote as a separate voting group on the proposed amendment.
(c) If a proposed amendment that entitles two (2) or more series of shares to vote as separate voting groups under this section would affect those two (2) or more series in the same or a substantially similar way, the shares of all the series so affected must vote together as a single voting group on the proposed amendment.
(d) A class or series of shares is entitled to the voting rights granted by this section although the articles of incorporation provide that the shares are nonvoting shares.
As added by P.L.149-1986, SEC.22.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 38. Amendment of Articles of Incorporation › 23-1-38-5. Corporation Not Yet Issuing Shares; Adoption of Amendments by Board of Directors

Sec. 5. If a corporation has not yet issued shares, its board of directors (or if a board of directors has not been selected, then the incorporators) may adopt one (1) or more amendments to the corporation's articles of incorporation.
As added by P.L.149-1986, SEC.22.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 38. Amendment of Articles of Incorporation › 23-1-38-6. Filing Articles of Amendment

Sec. 6. (a) A corporation amending its articles of incorporation shall deliver to the secretary of state for filing articles of amendment setting forth:
(1) the name of the corporation;
(2) the text of each amendment adopted;
(3) if an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself;
(4) the date of each amendment's adoption;
(5) if an amendment was adopted by the incorporators or board of directors without shareholder action, a statement to that effect and that shareholder action was not required;
(6) if an amendment was approved by the shareholders:
(A) the designation, number of outstanding shares, number of votes entitled to be cast by each voting group entitled to vote separately on the amendment, and number of votes of each voting group represented at the meeting;
(B) either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.
(b) If a corporation amends its articles of incorporation to change its corporate name, it may, after the amendment has become effective, file for record with the county recorder of each county in Indiana in which it has real property at the time the amendment becomes effective a file-stamped copy of the articles of amendment. The validity of a change in name is not affected by a corporation's failure to record the articles of amendment.
As added by P.L.149-1986, SEC.22.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 38. Amendment of Articles of Incorporation › 23-1-38-7. Restated Articles of Incorporation

Sec. 7. (a) A corporation's board of directors or, if the board of directors has not been selected, the incorporators may restate its articles of incorporation at any time with or without shareholder action.
(b) The restatement may include one (1) or more amendments to the articles. If the restatement includes an amendment requiring shareholder approval, it must be adopted as provided in section 3 of this chapter.
(c) If the board of directors submits a restatement for shareholder action, the corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with IC 23-1-29-5. The notice must also state that the purpose, or one (1) of the purposes, of the meeting is to consider the proposed restatement and must contain or be accompanied by a copy of the restatement that identifies any amendment or other change it would make in the articles.
(d) A corporation restating its articles of incorporation shall deliver to the secretary of state for filing articles of restatement setting forth the name of the corporation and the text of the restated articles of incorporation together with a certificate setting forth:
(1) whether the restatement contains an amendment to the articles requiring shareholder approval and, if it does not, that the board of directors adopted the restatement; or
(2) if the restatement contains an amendment to the articles requiring shareholder approval, the information required by section 6 of this chapter.
(e) Duly adopted restated articles of incorporation supersede the original articles of incorporation and all amendments to them.
(f) The secretary of state may certify restated articles of incorporation, as the articles of incorporation currently in effect, without including the certificate information required by subsection (d).
As added by P.L.149-1986, SEC.22.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 38. Amendment of Articles of Incorporation › 23-1-38-8. Court-Ordered Reorganization; Articles of Amendment; Dissenters' Rights; Application of Section

Sec. 8. (a) A corporation's articles of incorporation may be amended without action by the board of directors or shareholders to carry out a plan of reorganization ordered or decreed by a court of competent jurisdiction under federal statute if the articles of incorporation after amendment contain only provisions required or permitted by IC 23-1-21-2.
(b) The individual or individuals designated by the court shall deliver to the secretary of state for filing articles of amendment setting forth:
(1) the name of the corporation;
(2) the text of each amendment approved by the court;
(3) the date of the court's order or decree approving the articles of amendment;
(4) the title of the reorganization proceeding in which the order or decree was entered; and
(5) a statement that the court had jurisdiction of the proceeding under federal statute.
(c) Shareholders of a corporation undergoing reorganization do not have dissenters' rights except as provided in the reorganization plan.
(d) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
As added by P.L.149-1986, SEC.22.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 38. Amendment of Articles of Incorporation › 23-1-38-9. Effect of Amendment

Sec. 9. An amendment to articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the preexisting rights of persons other than shareholders of the corporation. An amendment changing a corporation's name does not abate a proceeding brought by or against the corporation in its former name.
As added by P.L.149-1986, SEC.22.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 39. Amendment of Bylaws › 23-1-39-1. Power of Board of Directors

Sec. 1. Unless the articles of incorporation provide otherwise, only a corporation's board of directors may amend or repeal the corporation's bylaws.
As added by P.L.149-1986, SEC.23. Amended by P.L.133-2009, SEC.31; P.L.118-2017, SEC.14.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 39. Amendment of Bylaws › 23-1-39-2. Bylaws Fixing Quorum or Voting Requirements; Adoption or Amendment by Shareholders

Sec. 2. (a) If expressly authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater quorum or voting requirement for shareholders (or voting groups of shareholders) than is required by this article.
(b) A bylaw that fixes a greater quorum or voting requirement for shareholders under subsection (a) may not be adopted, amended, or repealed by the board of directors.
As added by P.L.149-1986, SEC.23.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 39. Amendment of Bylaws › 23-1-39-3. Bylaw Fixing Greater Than Majority Quorum or Voting Requirement; Amendment or Repeal

Sec. 3. (a) A bylaw that fixes a greater than majority quorum or voting requirement for action by the board of directors may be amended or repealed:
(1) if originally adopted by the shareholders, only by the shareholders; or
(2) if originally adopted by the board of directors, only by the board of directors.
(b) A bylaw adopted or amended by the shareholders that fixes a greater than majority quorum or voting requirement for action by the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.
(c) Action by the board of directors under subsection (a)(2) to adopt or amend a bylaw that changes the quorum or voting requirement for action by the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.
As added by P.L.149-1986, SEC.23. Amended by P.L.3-2008, SEC.164.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 40. Merger and Share Exchange › 23-1-40-1. Right to Merge; Plan of Merger

Sec. 1. (a) One (1) or more corporations may merge into another corporation if the board of directors of each corporation adopts and its shareholders (if required by section 3 of this chapter) approve a plan of merger.
(b) The plan of merger must set forth:
(1) the name of each corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge;
(2) the terms and conditions of the merger; and
(3) the manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property in whole or in part.
(c) The plan of merger may set forth:
(1) amendments to the articles of incorporation of the surviving corporation; and
(2) other provisions relating to the merger.
As added by P.L.149-1986, SEC.24.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 40. Merger and Share Exchange › 23-1-40-2. Acquisition of Shares of Another Corporation; Plan of Exchange

Sec. 2. (a) A corporation may acquire all of the outstanding shares of one (1) or more classes or series of another corporation if the board of directors of each corporation adopts and its shareholders (if required by section 3 of this chapter) approve the exchange.
(b) The plan of exchange must set forth:
(1) the name of the corporation whose shares will be acquired and the name of the acquiring corporation;
(2) the terms and conditions of the exchange; and
(3) the manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring or any other corporation or for cash or other property in whole or in part.
(c) The plan of exchange may set forth other provisions relating to the exchange.
(d) This section does not limit the power of a corporation to acquire all or part of the shares of one (1) or more classes or series of another corporation through a voluntary exchange or otherwise.
As added by P.L.149-1986, SEC.24.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 40. Merger and Share Exchange › 23-1-40-5. Surviving Corporation; Filing of Articles of Merger or Share Exchange

Sec. 5. (a) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the secretary of state for filing articles of merger or share exchange setting forth:
(1) the name of the surviving or acquiring corporation following the merger or share exchange;
(2) if shareholder approval was not required, a statement to that effect;
(3) if approval of the shareholders of one (1) or more corporations party to the merger or share exchange was required:
(A) the designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the merger or share exchange as to each corporation; and
(B) either the total number of votes cast for and against the merger or share exchange by each voting group entitled to vote separately on the merger or share exchange or the total number of undisputed votes cast for the merger or share exchange separately by each voting group and a statement that the number cast for the merger or share exchange by each voting group was sufficient for approval by that voting group.
(b) Unless a delayed effective date is specified, a merger or share exchange takes effect when the articles of merger or share exchange are filed.
(c) The surviving corporation resulting from a merger may, after the merger has become effective, file for record with the county recorder of each county in Indiana in which the corporation has real property at the time of the merger, the title to which will be transferred by the merger, a file-stamped copy of the articles of merger. If the articles of merger set forth amendments to the articles of incorporation of the surviving corporation that change its corporate name, a file-stamped copy of the articles of merger may be filed for record with the county recorder of each county in Indiana in which the surviving or acquiring corporation has any real property at the time the merger becomes effective. A failure to record a copy of the articles of merger under this subsection does not affect the validity of the merger or the change in corporate name.
As added by P.L.149-1986, SEC.24. Amended by P.L.133-2009, SEC.33.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 40. Merger and Share Exchange › 23-1-40-6. Effect of Merger

Sec. 6. (a) When a merger takes effect:
(1) every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases;
(2) the title to all real estate and other property owned by each corporation party to the merger is vested in the surviving corporation without reversion or impairment;
(3) the surviving corporation has all liabilities of each corporation party to the merger;
(4) a proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased;
(5) the articles of incorporation of the surviving corporation are amended to the extent provided in the plan of merger; and
(6) the shares of each corporation party to the merger that are to be converted into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property are converted and the former holders of the shares are entitled only to the rights provided in the articles of merger or to their rights under IC 23-1-44.
(b) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan and the former holders of the shares are entitled only to the exchange rights provided in the articles of share exchange or to their rights under IC 23-1-44.
(c) After a merger or share exchange takes effect as provided in this section, any terms of the plan of merger or plan of share exchange that are not included in the articles of incorporation shall be considered to be contract rights only, and not part of the governing documents of the corporation.
As added by P.L.149-1986, SEC.24. Amended by P.L.107-1987, SEC.18.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 40. Merger and Share Exchange › 23-1-40-7. Foreign Corporations; Participation in Merger or Share Exchange

Sec. 7. (a) One (1) or more foreign corporations may participate in a merger or a share exchange with one (1) or more domestic corporations if:
(1) in a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger;
(2) in a share exchange, the corporation whose shares will be acquired in the share exchange is a domestic corporation, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring corporation is incorporated;
(3) the foreign corporation complies with section 5 of this chapter if it is the surviving corporation of the merger or acquiring corporation of the share exchange; and
(4) each domestic corporation complies with the applicable provisions of sections 1 through 4 of this chapter and, if it is the surviving corporation of the merger or acquiring corporation of the share exchange, with section 5 of this chapter.
(b) Upon the merger or share exchange taking effect, the surviving foreign corporation of a merger and the acquiring foreign corporation of a share exchange is deemed:
(1) to appoint the secretary of state as its agent for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders of each domestic corporation party to the merger or share exchange; and
(2) to agree that it will promptly pay to the dissenting shareholders of each domestic corporation party to the merger or share exchange the amount, if any, to which they are entitled under IC 23-1-44.
(c) This section does not limit the power of a foreign corporation to acquire all or part of the shares of one (1) or more classes or series of a domestic corporation through a voluntary exchange or otherwise.
As added by P.L.149-1986, SEC.24.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 41. Sale of Assets › 23-1-41-1. Right to Sell, Lease, or Otherwise Dispose of Corporate Property; Shareholder Approval

Sec. 1. The approval of the shareholders of a corporation is not required unless the articles of incorporation require the approval of the shareholders to:
(1) sell, lease, exchange, or otherwise dispose of all, or substantially all, of the corporation's property in the usual and regular course of business;
(2) mortgage, pledge, dedicate to the repayment of indebtedness (whether with or without recourse), or otherwise encumber any or all of the corporation's property whether or not in the usual and regular course of business; or
(3) transfer any or all of the corporation's property to a corporation all the shares of which are owned by the corporation.
As added by P.L.149-1986, SEC.25. Amended by P.L.133-2009, SEC.34.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 42. Control Share Acquisitions › 23-1-42-1. "Control Shares" Defined

Sec. 1. As used in this chapter, "control shares" means shares that, except for this chapter, would have voting power with respect to shares of an issuing public corporation that, when added to all other shares of the issuing public corporation owned by a person or in respect to which that person may exercise or direct the exercise of voting power, would entitle that person, immediately after acquisition of the shares (directly or indirectly, alone or as a part of a group), to exercise or direct the exercise of the voting power of the issuing public corporation in the election of directors within any of the following ranges of voting power:
(1) One-fifth (1/5) or more but less than one-third (1/3) of all voting power.
(2) One-third (1/3) or more but less than a majority of all voting power.
(3) A majority or more of all voting power.
As added by P.L.149-1986, SEC.26.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 42. Control Share Acquisitions › 23-1-42-2. "Control Share Acquisition" Defined

Sec. 2. (a) As used in this chapter, "control share acquisition" means the acquisition (directly or indirectly) by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares.
(b) For purposes of this section, shares acquired within ninety (90) days or shares acquired pursuant to a plan to make a control share acquisition are considered to have been acquired in the same acquisition.
(c) For purposes of this section, a person who acquires shares in the ordinary course of business for the benefit of others in good faith and not for the purpose of circumventing this chapter has voting power only of shares in respect of which that person would be able to exercise or direct the exercise of votes without further instruction from others.
(d) The acquisition of any shares of an issuing public corporation does not constitute a control share acquisition if the acquisition is consummated in any of the following circumstances:
(1) Before January 8, 1986.
(2) Pursuant to a contract existing before January 8, 1986.
(3) Pursuant to the laws of descent and distribution.
(4) Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing this chapter.
(5) Pursuant to a merger or plan of share exchange effected in compliance with IC 23-1-40 if the issuing public corporation is a party to the agreement of merger or plan of share exchange.
(e) The acquisition of shares of an issuing public corporation in good faith and not for the purpose of circumventing this chapter by or from:
(1) any person whose voting rights had previously been authorized by shareholders in compliance with this chapter; or
(2) any person whose previous acquisition of shares of an issuing public corporation would have constituted a control share acquisition but for subsection (d);
does not constitute a control share acquisition, unless the acquisition entitles any person (directly or indirectly, alone or as a part of a group) to exercise or direct the exercise of voting power of the corporation in the election of directors in excess of the range of the voting power otherwise authorized.
As added by P.L.149-1986, SEC.26.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 42. Control Share Acquisitions › 23-1-42-3. "Interested Shares" Defined

Sec. 3. As used in this chapter, "interested shares" means the shares of an issuing public corporation in respect of which any of the following persons may exercise or direct the exercise of the voting power of the corporation in the election of directors:
(1) An acquiring person or member of a group with respect to a control share acquisition.
(2) Any officer of the issuing public corporation.
(3) Any employee of the issuing public corporation who is also a director of the corporation.
As added by P.L.149-1986, SEC.26.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 42. Control Share Acquisitions › 23-1-42-4. "Issuing Public Corporation" Defined

Sec. 4. (a) As used in this chapter, "issuing public corporation" means a corporation that has:
(1) one hundred (100) or more shareholders;
(2) its principal place of business or its principal office in Indiana, or that owns or controls assets within Indiana having a fair market value of more than one million dollars ($1,000,000); and
(3) either:
(A) more than ten percent (10%) of its shareholders resident in Indiana;
(B) more than ten percent (10%) of its shares owned of record or owned beneficially by Indiana residents; or
(C) one thousand (1,000) shareholders resident in Indiana.
(b) The residence of a record shareholder is presumed to be the address appearing in the records of the corporation.
As added by P.L.149-1986, SEC.26. Amended by P.L.133-2009, SEC.36.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 42. Control Share Acquisitions › 23-1-42-5. Voting Rights Under Ic 23-1-42-9

Sec. 5. Unless the corporation's articles of incorporation or bylaws provide that this chapter does not apply to control share acquisitions of shares of the corporation before the control share acquisition, control shares of an issuing public corporation acquired in a control share acquisition have only such voting rights as are conferred by section 9 of this chapter.
As added by P.L.149-1986, SEC.26.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 42. Control Share Acquisitions › 23-1-42-6. Acquiring Person Statement

Sec. 6. Any person who proposes to make or has made a control share acquisition may at the person's election deliver an acquiring person statement to the issuing public corporation at the issuing public corporation's principal office. The acquiring person statement must set forth all of the following:
(1) The identity of the acquiring person and each other member of any group of which the person is a part for purposes of determining control shares.
(2) A statement that the acquiring person statement is given pursuant to this chapter.
(3) The number of shares of the issuing public corporation owned (directly or indirectly) by the acquiring person and each other member of the group.
(4) The range of voting power under which the control share acquisition falls or would, if consummated, fall.
(5) If the control share acquisition has not taken place:
(A) a description in reasonable detail of the terms of the proposed control share acquisition; and
(B) representations of the acquiring person, together with a statement in reasonable detail of the facts upon which they are based, that the proposed control share acquisition, if consummated, will not be contrary to law, and that the acquiring person has the financial capacity to make the proposed control share acquisition.
As added by P.L.149-1986, SEC.26.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 42. Control Share Acquisitions › 23-1-42-7. Special Meeting of Shareholders

Sec. 7. (a) If the acquiring person so requests at the time of delivery of an acquiring person statement and gives an undertaking to pay the corporation's expenses of a special meeting, within ten (10) days thereafter, the directors of the issuing public corporation shall call a special meeting of shareholders of the issuing public corporation for the purpose of considering the voting rights to be accorded the shares acquired or to be acquired in the control share acquisition.
(b) Unless the acquiring person agrees in writing to another date, the special meeting of shareholders shall be held within fifty (50) days after receipt by the issuing public corporation of the request.
(c) If no request is made, the voting rights to be accorded the shares acquired in the control share acquisition shall be presented to the next special or annual meeting of shareholders.
(d) If the acquiring person so requests in writing at the time of delivery of the acquiring person statement, the special meeting must not be held sooner than thirty (30) days after receipt by the issuing public corporation of the acquiring person statement.
As added by P.L.149-1986, SEC.26.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 42. Control Share Acquisitions › 23-1-42-8. Notice

Sec. 8. (a) If a special meeting is requested, notice of the special meeting of shareholders shall be given as promptly as reasonably practicable by the issuing public corporation to all shareholders of record as of the record date set for the meeting, whether or not entitled to vote at the meeting.
(b) Notice of the special or annual shareholder meeting at which the voting rights are to be considered must include or be accompanied by both of the following:
(1) A copy of the acquiring person statement delivered to the issuing public corporation pursuant to this chapter.
(2) A statement by the board of directors of the corporation, authorized by its directors, of its position or recommendation, or that it is taking no position or making no recommendation, with respect to the proposed control share acquisition.
As added by P.L.149-1986, SEC.26.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 42. Control Share Acquisitions › 23-1-42-9. Voting Rights of Acquired Control Shares; Resolution

Sec. 9. (a) Control shares acquired in a control share acquisition have the same voting rights as were accorded the shares before the control share acquisition only to the extent granted by resolution approved by the shareholders of the issuing public corporation.
(b) To be approved under this section, the resolution must be approved by:
(1) each voting group entitled to vote separately on the proposal by a majority of all the votes entitled to be cast by that voting group, with the holders of the outstanding shares of a class being entitled to vote as a separate voting group if the proposed control share acquisition would, if fully carried out, result in any of the changes described in IC 23-1-38-4(a); and
(2) each voting group entitled to vote separately on the proposal by a majority of all the votes entitled to be cast by that group, excluding all interested shares.
As added by P.L.149-1986, SEC.26.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 42. Control Share Acquisitions › 23-1-42-10. Redemption of Acquired Control Shares

Sec. 10. (a) If authorized in a corporation's articles of incorporation or bylaws before a control share acquisition has occurred, control shares acquired in a control share acquisition with respect to which no acquiring person statement has been filed with the issuing public corporation may, at any time during the period ending sixty (60) days after the last acquisition of control shares by the acquiring person, be subject to redemption by the corporation at the fair value thereof pursuant to the procedures adopted by the corporation.
(b) Control shares acquired in a control share acquisition are not subject to redemption after an acquiring person statement has been filed unless the shares are not accorded full voting rights by the shareholders as provided in section 9 of this chapter.
As added by P.L.149-1986, SEC.26.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 42. Control Share Acquisitions › 23-1-42-11. Dissenters' Rights; "Fair Value" Defined

Sec. 11. (a) Unless otherwise provided in a corporation's articles of incorporation or bylaws before a control share acquisition has occurred, in the event control shares acquired in a control share acquisition are accorded full voting rights and the acquiring person has acquired control shares with a majority or more of all voting power, all shareholders of the issuing public corporation have dissenters' rights as provided in this chapter.
(b) As soon as practicable after such events have occurred, the board of directors shall cause a notice to be sent to all shareholders of the corporation advising them of the facts and that they have dissenters' rights to receive the fair value of their shares pursuant to IC 23-1-44.
(c) As used in this section, "fair value" means a value not less than the highest price paid per share by the acquiring person in the control share acquisition.
As added by P.L.149-1986, SEC.26.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 43. Business Combinations › 23-1-43-1. "Affiliate" Defined

Sec. 1. As used in this chapter, "affiliate" means a person that directly, or indirectly through one (1) or more intermediaries, controls, is controlled by, or is under common control with, a specified person.
As added by P.L.149-1986, SEC.27.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 43. Business Combinations › 23-1-43-2. "Announcement Date" Defined

Sec. 2. As used in this chapter, "announcement date", when used in reference to any business combination, means the date of the first public announcement of the final, definitive proposal for the business combination.
As added by P.L.149-1986, SEC.27.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 43. Business Combinations › 23-1-43-3. "Associate" Defined

Sec. 3. As used in this chapter, "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 (10%) 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.
As added by P.L.149-1986, SEC.27.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 43. Business Combinations › 23-1-43-4. "Beneficial Owner" Defined

Sec. 4. As used in this chapter, "beneficial owner", when used with respect to any shares, has the meaning set forth in IC 23-1-20-3.5.
As added by P.L.149-1986, SEC.27. Amended by P.L.133-2009, SEC.37.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 43. Business Combinations › 23-1-43-6. "Common Shares" Defined

Sec. 6. As used in this chapter, "common shares" means any shares other than preferred shares.
As added by P.L.149-1986, SEC.27. Amended by P.L.5-1988, SEC.121.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 43. Business Combinations › 23-1-43-7. "Consummation Date" Defined

Sec. 7. As used in this chapter, "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 (20) days before the date of consummation of the business combination.
As added by P.L.149-1986, SEC.27.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 43. Business Combinations › 23-1-43-8. "Control" Defined

Sec. 8. (a) As used in this chapter, "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 (10%) 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 chapter, as an agent, bank, broker, nominee, custodian, or trustee for one (1) or more beneficial owners who do not individually or as a group have control of the corporation.
As added by P.L.149-1986, SEC.27.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 43. Business Combinations › 23-1-43-9. "Exchange Act" Defined

Sec. 9. As used in this chapter, "Exchange Act" means the Act of Congress known as the Securities Exchange Act of 1934, as amended.
As added by P.L.149-1986, SEC.27.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 43. Business Combinations › 23-1-43-10. "Interested Shareholder" Defined

Sec. 10. (a) As used in this chapter, "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 (10%) 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 five (5) year period immediately before the date in question was the beneficial owner, directly or indirectly, of ten percent (10%) 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 4 of this chapter, 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.
As added by P.L.149-1986, SEC.27.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 43. Business Combinations › 23-1-43-11. "Market Value" Defined

Sec. 11. As used in this chapter, "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 (30) 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 (30) 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.
As added by P.L.149-1986, SEC.27.
2023 Indiana Code › Title 23. Business and Other Associations › Article 1. Indiana Business Corporation Law › Chapter 43. Business Combinations › 23-1-43-12. "Preferred Shares" Defined

Sec. 12. As used in this chapter, "preferred shares" 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.
As added by P.L.149-1986, SEC.27. Amended by P.L.5-1988, SEC.122.