O.C.G.A.

O.C.G.A. § 14-2-1202 (2019)

Sale of assets requiring shareholder approval

✓ 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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(a) A corporation may sell, lease, exchange, or otherwise dispose of all or substantially all of its property (with or without the good will), otherwise than pursuant to Code Section 14-2-1201, on the terms and conditions and for the consideration determined by the corporation’s board of directors, if the board of directors proposes and its shareholders approve the proposed transaction.

(b) For a transaction to be authorized:

(1) The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the proposed disposition, unless the board of directors makes a determination that, because of conflicts of interest or other special circumstances, it should either refrain from making such a recommendation or recommend that the shareholders reject or vote against the plan, in which case the board of directors shall transmit to the shareholders the basis for such determination; and

(2) The shareholders entitled to vote must approve the transaction.

CORPORATIONS & PARTNERSHIPS

(c) The board of directors may condition its submission of the proposed transaction, the effectiveness of the proposed transaction, or both on any basis.

(d) The corporation shall notify each shareholder entitled to vote of the proposed shareholders’ meeting in accordance with Code Section

Notes of Decisions

Cited in 2 cases, 1991–1998 · leading case: Augusta Surgical Ctr., Inc. v. Walton & Heard Off. Venture, 508 S.E.2d 666 (Ga. Ct. App. 1998).

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Augusta Surgical Ctr., Inc. v. Walton & Heard Off. Venture, 508 S.E.2d 666 (Ga. Ct. App. 1998). · cites it 2× “OCGA §§ 14-2-1202 (b); 14-2-1201. Due to shareholder opposition, Augusta Surgical could not proceed with the tax-free exchange plan.”

Stewart v. Richardson, 411 S.E.2d 309 (Ga. Ct. App. 1991). · cites it 2× “OCGA § 14-2-1202 (a). Plaintiffs’ action was not well founded in the law and the superior court did not err in granting defendant’s motion for summary judgment.”

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