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SharkRepellent.net7 page (3577 word) report
published Nov 23, 2009
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SharkRepellent.net
...Sections 48-103-201 to 48-103-209 of the TBCA (the "Tennessee Business Combination Act") provides that a covered corporation can not engage in any business combinations with an interested shareholder (beneficial owner of 10% of the voting power) for five years unless the transaction resulting in a person becoming an interested shareholder, or the business combination, is approved by the board of directors of the corporation prior to that person becoming an interested shareholder. After the five-year restricted period, the interested shareholder may effect a business combination if the combination is approved by 2/3 of the outstanding voting stock not beneficially owned by the interested stockholder or if certain fair price requirements are met. The company has not opted out of this provision. ("Freezeout with fair price provision") Section 48-16-205 of the TBCA endorses the use of shareholder rights plans ("poison pills") for in-state companies....
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| Source: | SharkRepellent.net
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| Ticker: | CPIX
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| Free Sample: |
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| Format: | | PDF |  |
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The SharkRepellent.net Takeover Defense Profile provides an overview of a company's key takeover defenses. This report can help investment professionals understand how a company has chosen to defend itself from potential unsolicited takeovers and proxy contests. It covers the board's structure, the ability of shareholders to call special meetings and remove directors, details of poison pill plans and whether or not the company has "opted out" of any state takeover statutes. The report also includes a benchmarking section allowing easy comparison of key defense provisions to industry peers as well as firms in the S&P 500, DJIA, Nasdaq 100 and the Fortune 500.
