O.C.G.A.
O.C.G.A.

O.C.G.A. § 14-2-1111 (2019)

The last sentence of subsection (b) prevents a corporation from using this part for purely defensive purposes by continually adopting, repealing and readopting a bylaw providing for the applicability of these sections whenever a takeover is threatened

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)
Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.
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Subsection (c) reflects the intent of this part to protect minority shareholders from the inequities of two-tiered transactions instigated by recent purchasers of large blocks of the corporation’s stock. These sections are not intended to interfere with proposed transactions involving significant shareholders whose ownership position in the corporation has remained relatively stable over an extended period of time. Therefore, any person can acquire a 10% or higher stake in a corporation, wait three years during which period he does not significantly increase his ownership of the corporation, and then proceed with any transaction without regard for this part. Subsection (d) provides that nothing in this part precludes any other corporate action regarding approval of business combinations. Thus, articles of incorporation or a bylaw adopted pursuant to Code Section 14-2-1021 may provide similar protections, whether or not a bylaw has been adopted pursuant to this section. And adoption of a bylaw electing the coverage of the fair price provisions should not be interpreted as repeal of any provisions of articles or bylaws setting higher voting or quorum requirements for business combinations. Further, a corporation may adopt a bylaw electing coverage under Article 11A of this Code. Cross-References Articles of incorporation, amendment, see § 14-2-1001 et et seq. Bylaws, amendment by board of directors or shareholders, see § 14-2-1020. Bylaws increasing quorum or voting requirements for directors, see § 14-2-1022. Bylaws increasing quorum or voting requirements for shareholders generally, see § 14-2-1021. Greater quorum and voting requirements for shareholders, see § 14-2-727. Quorum and voting requirements for directors, see § 14-2-824. Quorum and voting requirements for voting groups, see § 14-2-725.

PART 3 BUSINESS COMBINATIONS WITH INTERESTED STOCKHOLDERS

Annotations

Editor’s notes. - Ga. L. 1989, p. 946, § 53 redesignated former Article 11A of Chapter 2 as Part 3 of Article 11 of Chapter 2.

Law reviews. - For article, ‘‘Some Distinctive Features of the Georgia Business Corporation Code,’’ 28 Ga. St. B. J. 101 (1991).

Notes of Decisions
Cited in 1 case, 1997–1997 · leading case: Invacare Corp. v. Healthdyne Tech., Inc., 968 F. Supp. 1578 (N.D. Ga. 1997).
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Invacare Corp. v. Healthdyne Tech., Inc., 968 F. Supp. 1578 (N.D. Ga. 1997). · cites it 2× “” O.C.G.A. § 14-2-1111. Also, the Georgia Business Combination statute provides that a bylaw opting into the statute cannot be repealed without “the affirmative *1581 vote of at least two-thirds of the continuing directors.”
Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.