GEORGIA CODE (Last Updated: August 20, 2013) |
Title 14. CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS |
Chapter 2. BUSINESS CORPORATIONS |
Article 11. MERGER AND SHARE EXCHANGE |
Part 2. FAIR PRICE REQUIREMENTS |
Section 14-2-1111. Additional business combination approval
Latest version.
- In addition to any vote otherwise required by law or the articles of incorporation of the corporation, a business combination shall be:
(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
(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.
Code 1981, § 14-2-1111, enacted by Ga. L. 1988, p. 1070, § 1.