reglab/statecodes huggingface dataset:
2023 South Carolina Code of Laws › Title 35 - Securities › Chapter 1 - South Carolina Uniform Securities Act Of 2005 › Section 35-1-608. Uniformity and cooperation with other agencies.

(a) The Securities Commissioner shall, in its discretion, cooperate, coordinate, consult, and, subject to Section 35-1-607, share records and information with the securities regulator of another State, Canada, a Canadian province or territory, a foreign jurisdiction, the Securities and Exchange Commission, the United States Department of Justice, the Commodity Futures Trading Commission, the Federal Trade Commission, the Securities Investor Protection Corporation, a self-regulatory organization, a national or international organization of securities regulators, a federal or state banking and insurance regulator, and a governmental law enforcement agency to effectuate greater uniformity in securities matters among the federal government, self-regulatory organizations, States, and foreign governments.
(b) In cooperating, coordinating, consulting, and sharing records and information under this section and in acting by rule, order, or waiver under this chapter, the Securities Commissioner shall, in its discretion, take into consideration in carrying out the public interest the following general policies:
(1) maximizing effectiveness of regulation for the protection of investors;
(2) maximizing uniformity in federal and state regulatory standards; and
(3) minimizing burdens on the business of capital formation, without adversely affecting essentials of investor protection.
(c) The cooperation, coordination, consultation, and sharing of records and information authorized by this section includes:
(1) establishing or employing one or more designees as a central depository for registration and notice filings under this chapter and for records required or allowed to be maintained under this chapter;
(2) developing and maintaining uniform forms;
(3) conducting a joint examination or investigation;
(4) holding a joint administrative hearing;
(5) instituting and prosecuting a joint civil or administrative proceeding;
(6) sharing and exchanging personnel;
(7) coordinating registrations under Sections 35-1-301 and 35-1-401 through 35-1-404 and exemptions under Section 35-1-203;
(8) sharing and exchanging records, subject to Section 35-1-607;
(9) formulating rules, statements of policy, guidelines, forms, and interpretative opinions and releases;
(10) formulating common systems and procedures;
(11) notifying the public of proposed rules, forms, statements of policy, and guidelines;
(12) attending conferences and other meetings among securities regulators, which may include representatives of governmental and private sector organizations involved in capital formation, deemed necessary or appropriate to promote or achieve uniformity; and
(13) developing and maintaining a uniform exemption from registration for small issuers, and taking other steps to reduce the burden of raising investment capital by small businesses.
HISTORY: 2005 Act No. 110, Section 1, eff January 1, 2006.
2023 South Carolina Code of Laws › Title 35 - Securities › Chapter 1 - South Carolina Uniform Securities Act Of 2005 › Section 35-1-609. Judicial review.

A person aggrieved by a final order of the Securities Commissioner may obtain a review of the order in the Richland County Court of Common Pleas by filing in the court, within thirty days after entry of the order, a written petition praying that the order may be modified or set aside in whole or in part. The aggrieved person, upon filing a petition, may move before the court in which the petition is filed to stay the effectiveness of the Securities Commissioner's final order until such time as the court has reviewed the order. If the court orders a stay, the aggrieved person must post any bond set by the court in which a petition is filed. A copy of the petition must be served upon the Securities Commissioner, and the Securities Commissioner shall certify and file in court a copy of the filing and evidence upon which the order was entered. When these have been filed, the court has exclusive jurisdiction to affirm, modify, enforce or set aside the order, in whole or in part. The findings of the Securities Commissioner as to the facts, if supported by competent, material, and substantial evidence, are conclusive.
HISTORY: 2005 Act No. 110, Section 1, eff January 1, 2006.
2023 South Carolina Code of Laws › Title 35 - Securities › Chapter 1 - South Carolina Uniform Securities Act Of 2005 › Section 35-1-611. Service of process.

(a) A consent to service of process complying with this section required by this chapter must be signed and filed in the form required by a rule or order under this chapter. A consent appointing the Securities Commissioner the person's agent for service of process in a noncriminal action or proceeding against the person, or the person's successor or personal representative under this chapter or a rule adopted or order issued under this chapter after the consent is filed, has the same force and validity as if the service were made personally on the person filing the consent. A person that has filed a consent complying with this subsection in connection with a previous application for registration or notice filing need not file an additional consent.
(b) If a person, including a nonresident of this State, engages in an act, practice, or course of business prohibited or made actionable by this chapter or a rule adopted or order issued under this chapter and the person has not filed a consent to service of process under subsection (a), the act, practice, or course of business constitutes the appointment of the Securities Commissioner as the person's agent for service of process in a noncriminal action or proceeding against the person or the person's successor or personal representative.
(c) Service under subsection (a) or (b) may be made by providing a copy of the process to the office of the Securities Commissioner, but it is not effective unless:
(1) the plaintiff, which may be the Securities Commissioner, promptly sends notice of the service and a copy of the process, return receipt requested, to the defendant or respondent at the address set forth in the consent to service of process or, if a consent to service of process has not been filed, at the last known address, or takes other reasonable steps to give notice; and
(2) the plaintiff files an affidavit of compliance with this subsection in the action or proceeding on or before the return day of the process, if any, or within the time that the court, or the Securities Commissioner in a proceeding before the Securities Commissioner, allows.
(d) Service pursuant to subsection (c) may be used in a proceeding before the Securities Commissioner or by the Securities Commissioner in a civil action in which the Securities Commissioner is the moving party.
(e) If process is served under subsection (c), the court, or the Securities Commissioner in a proceeding before the Securities Commissioner, shall order continuances as are necessary or appropriate to afford the defendant or respondent reasonable opportunity to defend.
HISTORY: 2005 Act No. 110, Section 1, eff January 1, 2006.
2023 South Carolina Code of Laws › Title 35 - Securities › Chapter 1 - South Carolina Uniform Securities Act Of 2005 › Section 35-1-612. Severability clause.

If any provision of this chapter or its application to any person or circumstances is held invalid, the invalidity does not affect other provisions or applications of this chapter that can be given effect without the invalid provision or application, and to this end the provisions of this chapter are severable.
HISTORY: 2005 Act No. 110, Section 1, eff January 1, 2006.
2023 South Carolina Code of Laws › Title 35 - Securities › Chapter 1 - South Carolina Uniform Securities Act Of 2005 › Section 35-1-701. Application of act to existing proceeding and existing rights and duties.

(a) The predecessor chapter exclusively governs all actions or proceedings that are pending on the effective date of this chapter or may be instituted on the basis of conduct occurring before the effective date of this chapter, but a civil action may not be maintained to enforce any liability under the predecessor chapter unless instituted within any period of limitation that applied when the cause of action accrued or within five years after the effective date of this chapter, whichever is earlier.
(b) All effective registrations under the predecessor chapter, 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 chapter 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 chapter.
(c) The predecessor chapter exclusively applies to an offer or sale made within one year after the effective date of this chapter pursuant to an offering made in good faith before the effective date of this chapter on the basis of an exemption available under the predecessor chapter.
HISTORY: 2005 Act No. 110, Section 1, eff January 1, 2006.
2023 South Carolina Code of Laws › Title 35 - Securities › Chapter 1 - South Carolina Uniform Securities Act Of 2005 › Section 35-1-800. Definitions.

In this article, unless the context otherwise requires:
(1) "Agencies" means the Adult Protective Services Program in the Department of Social Services and the Securities Division of the Office of the Attorney General.
(2) "Eligible adult" means:
(a) a person fifty-five years of age or older; or
(b) a vulnerable adult subject to Section 43-35-10(11).
(3) "Financial exploitation" means:
(a) the wrongful or unauthorized taking, withholding, appropriation, or use of the money, assets, or property of an eligible adult; or
(b) any act or omission taken by a person, including through the use of a power of attorney, guardianship, or conservatorship of an eligible adult, to:
(i) obtain the control, use, or benefit, through deception, intimidation, or undue influence, or by the use of any scheme, device, or artifice to defraud, of the eligible adult's money, assets, or property to deprive the eligible adult of the ownership, use, benefit, or possession of his money, assets, or property; or
(ii) convert the money, assets, or property of the eligible adult to deprive the eligible adult of the ownership, use, benefit, or possession of his money, assets, or property.
(4) "Qualified individual" means any agent, broker-dealer, investment adviser representative, investment adviser, or person who serves in a supervisory, compliance, or legal capacity for a broker-dealer or investment adviser.
(5) "Reasonably associated individual" means any person known to a qualified individual to be reasonably associated with an eligible adult or his account.
HISTORY: 2021 Act No. 84 (S.425), Section 2, eff May 18, 2021.
2023 South Carolina Code of Laws › Title 35 - Securities › Chapter 1 - South Carolina Uniform Securities Act Of 2005 › Section 35-1-810. Notification of agencies.

If a qualified individual reasonably believes that the financial exploitation of an eligible adult may have occurred, may have been attempted, or is being attempted, then the qualified individual may promptly notify the agencies.
HISTORY: 2021 Act No. 84 (S.425), Section 2, eff May 18, 2021.
2023 South Carolina Code of Laws › Title 35 - Securities › Chapter 1 - South Carolina Uniform Securities Act Of 2005 › Section 35-1-820. Immunity from administrative and civil liability arising from a disclosure pursuant to Section 35-1-810.

A qualified individual who, in good faith and exercising reasonable care, makes a disclosure of information pursuant to Section 35-1-810 shall be immune from any administrative or civil liability that might otherwise arise from such a disclosure or from the failure to notify an eligible adult of such a disclosure.
HISTORY: 2021 Act No. 84 (S.425), Section 2, eff May 18, 2021.
2023 South Carolina Code of Laws › Title 35 - Securities › Chapter 1 - South Carolina Uniform Securities Act Of 2005 › Section 35-1-830. Disclosure of financial exploitation to designated third party.

If a qualified individual reasonably believes that the financial exploitation of an eligible adult may have occurred, may have been attempted, or is being attempted, then the qualified individual may notify any third party previously designated by the eligible adult or, if such a person has not been designated or cannot be contacted, a reasonably associated individual. Disclosure may not be made to any designated third party that is suspected of the financial exploitation or other abuse of the eligible adult.
HISTORY: 2021 Act No. 84 (S.425), Section 2, eff May 18, 2021.
2023 South Carolina Code of Laws › Title 35 - Securities › Chapter 1 - South Carolina Uniform Securities Act Of 2005 › Section 35-1-840. Immunity from administrative and civil liability arising from a disclosure pursuant to Section 35-1-830.

A qualified individual who, in good faith and exercising reasonable care, complies with Section 35-1-830 shall be immune from any administrative or civil liability that might otherwise arise from such a disclosure.
HISTORY: 2021 Act No. 84 (S.425), Section 2, eff May 18, 2021.
2023 South Carolina Code of Laws › Title 35 - Securities › Chapter 1 - South Carolina Uniform Securities Act Of 2005 › Section 35-1-850. Delay of a disbursement or transaction due to suspected financial exploitation.

(A) A broker-dealer or investment adviser may delay a disbursement from, or a transaction in connection with, an account of an eligible adult or an account on which an eligible adult is a beneficiary if:
(1) the broker-dealer, the investment adviser, or a qualified individual reasonably believes that, after initiating an internal review of the requested disbursement or transaction and the suspected financial exploitation, the requested disbursement or transaction may result in the financial exploitation of the eligible adult; and
(2) the broker-dealer or investment adviser:
(a) immediately, and in no event more than two business days after the requested disbursement or transaction is delayed, provides written notification of the delay and the reason for the delay to all parties authorized to transact business on the account, unless any such party is reasonably believed to have engaged in the suspected or attempted financial exploitation of the eligible adult;
(b) immediately, and in no event more than two business days after the requested disbursement or transaction is delayed, notifies the agencies; and
(c) continues an internal review of the suspected or attempted financial exploitation of the eligible adult, as necessary, and provides status updates to the agencies upon request.
(B) Any delay of a disbursement or transaction as authorized by this section will expire upon the sooner of:
(1) a determination by the broker-dealer or investment adviser that the disbursement or transaction will not result in the financial exploitation of the eligible adult; or
(2) thirty business days after the date on which the broker-dealer or investment adviser first delayed the requested disbursement or transaction, unless either of the agencies requests that the broker-dealer or investment adviser extends the delay, in which case the delay shall expire no more than fifty-five business days after the date on which the broker-dealer or investment adviser first delayed the disbursement or transaction, unless sooner terminated or extended by either of the agencies or an order of a court of competent jurisdiction.
(C) The Court of Common Pleas may enter an order extending the delay of the disbursement or transaction, or may order other protective relief based on the petition of either of the agencies, the broker-dealer or investment adviser that initiated the delay under this section, or another interested party.
HISTORY: 2021 Act No. 84 (S.425), Section 2, eff May 18, 2021.
2023 South Carolina Code of Laws › Title 35 - Securities › Chapter 1 - South Carolina Uniform Securities Act Of 2005 › Section 35-1-860. Immunity from administrative and civil liability arising from a delay pursuant to Section 35-1-850.

A qualified individual who, in good faith and exercising reasonable care, complies with Section 35-1-850 shall be immune from any administrative or civil liability that might otherwise arise from such delay of a requested disbursement or transaction.
HISTORY: 2021 Act No. 84 (S.425), Section 2, eff May 18, 2021.
2023 South Carolina Code of Laws › Title 35 - Securities › Chapter 1 - South Carolina Uniform Securities Act Of 2005 › Section 35-1-870. Access to or copies of records relevant to suspected or attempted financial exploitation of an eligible adult to agencies or law enforcement; records not available for public examination.

A broker-dealer or investment adviser shall provide access to or copies of records that are relevant to the suspected or attempted financial exploitation of an eligible adult to the agencies or to law enforcement, as part of a referral to either the agencies or to law enforcement pursuant to an investigation. The records may include historical records, as well as records relating to the most recent transaction or transactions that may comprise the financial exploitation of an eligible adult. All records made available to the agencies under this section are not public records and are not available for public examination. Nothing in this section shall limit or otherwise impede the authority of the Securities Division of the Office of the Attorney General from accessing or examining the books and records of broker-dealers and investment advisers as otherwise provided by law.
HISTORY: 2021 Act No. 84 (S.425), Section 2, eff May 18, 2021.
2023 South Carolina Code of Laws › Title 35 - Securities › Chapter 1 - South Carolina Uniform Securities Act Of 2005 › Section 35-1-880. No protection for qualified individuals participating in or materially aiding the financial exploitation of an eligible adult.

Nothing in this article is intended to, nor does it limit or shield in any manner, a qualified individual from civil liability against any claim, including reasonable attorneys' fees, costs, and litigation expenses, for participating in or materially aiding the financial exploitation of an eligible adult. Any such claims shall be asserted by the eligible adult, or on his behalf by an appropriate guardian or representative who is not involved in or otherwise suspected of participating in the financial exploitation of the eligible adult, by filing a civil action in circuit court.
HISTORY: 2021 Act No. 84 (S.425), Section 2, eff May 18, 2021.
2023 South Carolina Code of Laws › Title 35 - Securities › Chapter 2 - Control Share Acquisitions; Business Combinations › Section 35-2-101. "Control shares" defined.

As used in this article, "control shares" means shares that, except for this article, 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 or more but less than one-third of all voting power;
(2) one-third or more but less than a majority of all voting power;
(3) a majority or more of all voting power.
HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.
Editor's Note
1988 Act No. 444, Section 6 provides as follows:
"Section 6. 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."
2023 South Carolina Code of Laws › Title 35 - Securities › Chapter 2 - Control Share Acquisitions; Business Combinations › Section 35-2-102. "Control share acquisition" defined.

(a) As used in this article, "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 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 article 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 the effective date of this chapter;
(2) pursuant to a contract existing before the effective date of this chapter;
(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 article;
(5) pursuant to a merger or plan of share exchange in compliance with law 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 article by or from:
(1) any person whose voting rights had previously been authorized by shareholders in compliance with this article; 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.
HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.
2023 South Carolina Code of Laws › Title 35 - Securities › Chapter 2 - Control Share Acquisitions; Business Combinations › Section 35-2-103. "Interested shares" defined; "Exchange Act" defined.

(A) As used in this article, "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.
(B) 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.
2023 South Carolina Code of Laws › Title 35 - Securities › Chapter 2 - Control Share Acquisitions; Business Combinations › Section 35-2-104. "Issuing public corporation" defined.

(a) As used in this article, "issuing public corporation" means a domestic corporation that has either:
(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 substantial 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 9, 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; deleted the provisions of former items (2) and (3), and renumbered former item (4) as item (2).
2023 South Carolina Code of Laws › Title 35 - Securities › Chapter 2 - Control Share Acquisitions; Business Combinations › Section 35-2-105. Voting rights under Section 35-2-109.

Unless the corporation's articles of incorporation or bylaws provide that this article 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 those voting rights as are conferred by Section 35-2-109.
HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.
2023 South Carolina Code of Laws › Title 35 - Securities › Chapter 2 - Control Share Acquisitions; Business Combinations › Section 35-2-106. Acquiring person statement.

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 article;
(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, if consummated, would 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.
HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.
2023 South Carolina Code of Laws › Title 35 - Securities › Chapter 2 - Control Share Acquisitions; Business Combinations › Section 35-2-107. Special meeting of shareholders.

(a) If the acquiring person 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 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 must be held within fifty 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 must be presented to the next special or annual meeting of shareholders.
(d) If the acquiring person requests in writing at the time of delivery of the acquiring person statement, the special meeting must not be held sooner than thirty days after receipt by the issuing public corporation of the acquiring person statement.
HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.
2023 South Carolina Code of Laws › Title 35 - Securities › Chapter 2 - Control Share Acquisitions; Business Combinations › Section 35-2-108. Notice of shareholder meeting.

(a) If a special meeting is requested, notice of the special meeting of shareholders must 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 article;
(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.
HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.
2023 South Carolina Code of Laws › Title 35 - Securities › Chapter 2 - Control Share Acquisitions; Business Combinations › Section 35-2-109. Voting rights of acquired control shares; resolution.

(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, if fully carried out, would result in any of the following changes:
(i) increase or decrease the aggregate number of authorized shares of the class;
(ii) effect an exchange or reclassification of all or part of the shares of the class into shares of another class;
(iii) 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;
(iv) change the designation, rights, preferences, or limitations of all or part of the shares of the class;
(v) change the shares of all or part of the class into a different number of shares of the same class;
(vi) 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;
(vii) 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;
(viii) limit or deny an existing preemptive right of all or part of the shares of the class; or
(ix) 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; 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.
HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.
2023 South Carolina Code of Laws › Title 35 - Securities › Chapter 2 - Control Share Acquisitions; Business Combinations › Section 35-2-110. Redemption of acquired control shares.

(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, at any time during the period ending sixty days after the last acquisition of control shares by the acquiring person, may 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 35-2-109.
HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.
2023 South Carolina Code of Laws › Title 35 - Securities › Chapter 2 - Control Share Acquisitions; Business Combinations › Section 35-2-111. Dissenters' rights; "fair value" defined.

(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 to receive fair value for their shares as provided in this article.
(b) As soon as practicable after these 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.
(c) As used in this section, 'fair value' with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable. The value of the shares is to be determined by techniques that are accepted generally in the financial community, except that this value may not be less than the highest price paid per share by the acquiring person in the control share acquisition.
HISTORY: 1988 Act No. 444, Section 5, eff April 22, 1988.
2023 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."
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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".
2023 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.
2023 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.
2023 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.
2023 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.