Mississippi · Snapshot Mississippi Code Release 78 (2020-07), retrieved 2026-09-17

Miss. Code Ann. § 79-27-7: Voting power of control shares.

(1) Unless otherwise provided in the articles of incorporation before either a control share acquisition occurs or a disclosure statement is delivered, control shares that are the subject of a control share acquisition have only such voting rights as are accorded under this section.
(2) Subject to subsections (3) through (5) of this section, the voting power of control shares having voting power of one-fifth (/f1o5) or more of all voting power is reduced to zero unless the shareholders of the issuing public corporation approve a resolution pursuant to the procedure set forth in Section 79-27-9 according the shares the same voting rights as they had before they became control shares.
(3) Except as provided in Section 79-27-9(6), the voting power of control shares representing voting power of less than one-fifth (1/5) of all voting power is not affected by this chapter.
(4) If control shares of the acquiring person previously have been accorded (pursuant to the procedure set forth in Section 79-27-9) the same voting rights they had before they became control shares, or if such control shares were acquired in a transaction excluded from the definition of “control share acquisition,” then only the voting power of control shares acquired in a subsequent control share acquisition by such acquiring person within a higher range of voting power shall be reduced to zero.
(5) The voting rights of control shares are restored to those accorded such shares prior to the control share acquisition in any of the following circumstances: (a) if, by reason of subsequent issuance of shares or other transactions by the issuing public corporation, the voting power of those control shares is reduced to a range of voting power for which approval has been granted or is not required; or (b) upon transfer to a person other than an acquiring person; or (c) the expiration of three (3) years after the date of a vote of shareholders pursuant to Section 79-27-9 failing to approve the resolution according voting rights to those control shares.

Where this section sits in the code

Title 79. Corporations, Associations, and Partnerships
Chapter 27. Mississippi Control Share Act

(2) Subject to subsections (3) through (5) of this section, the voting power of control shares having voting power of one-fifth (/f1o5) or more of all voting power is reduced to zero unless the shareholders of the issuing public corporation approve a resolution pursuant to the procedure set forth in Section 79-27-9 according the shares the same voting rights as they had before they became control shares.

(3) Except as provided in Section 79-27-9(6), the voting power of control shares representing voting power of less than one-fifth (1/5) of all voting power is not affected by this chapter.

(4) If control shares of the acquiring person previously have been accorded (pursuant to the procedure set forth in Section 79-27-9) the same voting rights they had before they became control shares, or if such control shares were acquired in a transaction excluded from the definition of “control share acquisition,” then only the voting power of control shares acquired in a subsequent control share acquisition by such acquiring person within a higher range of voting power shall be reduced to zero.

(5) The voting rights of control shares are restored to those accorded such shares prior to the control share acquisition in any of the following circumstances: (a) if, by reason of subsequent issuance of shares or other transactions by the issuing public corporation, the voting power of those control shares is reduced to a range of voting power for which approval has been granted or is not required; or (b) upon transfer to a person other than an acquiring person; or (c) the expiration of three (3) years after the date of a vote of shareholders pursuant to Section 79-27-9 failing to approve the resolution according voting rights to those control shares.

Collected 2026-10-27T05:54:23Z. Source file · JSON

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