Text: H08319                            Text: H08321
Text: H08300 - H08399                   Text: H Index
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House Amendment 8320

Amendment Text

PAG LIN
  1  1    Amend the amendment, H-8256, to House File 2509 as
  1  2 follows:
  1  3    #1.  Page 3, by inserting before line 29 the
  1  4 following:
  1  5    ""Sec.    .  NEW SECTION.  490.1108A  CONSIDERATION
  1  6 OF ACQUISITION PROPOSALS – COMMUNITY INTERESTS.
  1  7    1.  A director, in determining what is in the best
  1  8 interest of the corporation when considering a tender
  1  9 offer or proposal of acquisition, merger,
  1 10 consolidation, or similar proposal, may consider any
  1 11 or all of the following community interest factors, in
  1 12 addition to consideration of the effects of any action
  1 13 on shareholders:
  1 14    a.  The effects of the action on the corporation's
  1 15 employees, suppliers, creditors, and customers.
  1 16    b.  The effects of the action on the communities in
  1 17 which the corporation operates.
  1 18    c.  The long-term as well as short-term interests
  1 19 of the corporation and its shareholders, including the
  1 20 possibility that these interests may be best served by
  1 21 the continued independence of the corporation.
  1 22    2.  If on the basis of the community interest
  1 23 factors described in subsection 1, the board of
  1 24 directors determines that a proposal or offer to
  1 25 acquire or merge the corporation is not in the best
  1 26 interests of the corporation, it may reject the
  1 27 proposal or offer.  If the board of directors
  1 28 determines to reject any such proposal or offer, the
  1 29 board of directors has no obligation to facilitate, to
  1 30 remove any barriers to, or to refrain from impeding,
  1 31 the proposal or offer.  Consideration of any or all of
  1 32 the community interest factors is not a violation of
  1 33 the business judgment rule or of any duty of the
  1 34 director to the shareholders, or a group of
  1 35 shareholders, even if the director reasonably
  1 36 determines that a community interest factor or factors
  1 37 outweigh the financial or other benefits to the
  1 38 corporation or a shareholder or group of
  1 39 shareholders."
  1 40    #2.  Page 7, by striking lines 49 and 50 and
  1 41 inserting the following:  "The commissioner and the
  1 42 board of directors may consider the factors set forth
  1 43 in section 490.1108 490.1108A."
  1 44    #3.  By renumbering, redesignating, and correcting
  1 45 internal references as necessary.  
  1 46 
  1 47 
  1 48                               
  1 49 SHEY of Linn
  1 50 HF 2509.703 79
  2  1 jj/cls
     

Text: H08319                            Text: H08321
Text: H08300 - H08399                   Text: H Index
Bills and Amendments: General Index     Bill History: General Index

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