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Official Code of Georgia Annotated

Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS · Chapter 2. BUSINESS CORPORATIONS · Article 11. MERGER AND SHARE EXCHANGE · Part 2. FAIR PRICE REQUIREMENTS

14-2-1111. Additional business combination approval.

Active

Current through: Including Acts of the 2025 Regular Session of the General Assembly.

  1. In addition to any vote otherwise required by law or the articles of incorporation of the corporation, a business combination shall be:

  2. (1)

    Unanimously approved by the continuing directors, provided that the continuing directors constitute at least three members of the board of directors at the time of such approval; or#

  3. (2)

    Recommended by at least two-thirds of the continuing directors and approved by a majority of the votes entitled to be cast by holders of voting shares, other than voting shares beneficially owned by the interested shareholder who is, or whose affiliate is, a party to the business combination.#

The notes below are printed with the section but are not enacted law (O.C.G.A. § 1-1-1(c)). They are shown apart from the text.

History

Code 1981, § 14-2-1111, enacted by Ga. L. 1988, p. 1070, § 1.

Read the official page (the state's PDF, opened at the page this text was read from).

Current through: Including Acts of the 2025 Regular Session of the General Assembly.

Text read from t14-(v12)-2017-pdf.pdf, Volume V12, 2017 edition, pages 426 to 427; merge action: carried; file SHA-256 f2fad2b71b39.