{"data":{"id":"us-ky/krs-271b.12-210","jurisdiction":"us-ky","citation":"KRS 271B.12-210","heading":"Minimum share vote requirements for approval of business","body":"combinations -- Limitations on business corporation.\n(1) In addition to any vote otherwise required by law or the articles of incorporation of\nthe corporation, a business combination shall e ither be approved by a majority of\nthe independent members of the board of directors who are also continuing\ndirectors, provided that the independent members of the board of directors shall not,\nfor the purposes of this subsection, be required to either ap prove or disapprove of\nany proposed business combination, or approved by the affirmative vote of at least:\n(a) Eighty percent (80%) of the votes entitled to be cast by outstanding shares of\nvoting stock of the corporation, voting together as a single voting group; and\n(b) Two-thirds of the votes entitled to be cast by holders of voting stock other\nthan voting stock beneficially owned by the interested shareholder who is, or\nwhose affiliate is, a party to the business combination or by an affiliate or\nassociate of such interested shareholder, voting together as a single voting\ngroup.\n(2) Unless a business combination is exempted from the operation of KRS 271B.12 -\n200 to 271B.12-230 in accordance with the terms hereof, the failure to comply with\nthe voting requ irements of subsection (1) of this section shall render such business\ncombination void.\n(3) Notwithstanding anything to the contrary contained in this chapter (except the\nprovisions of KRS 271B.12-220(5)(a)), no corporation shall engage in any business\ncombination with any entity or person who is at the time of such business\ncombination an interested shareholder of such corporation, unless such person\nbecame an interested shareholder before March 28, 1986, for a period of five (5)\nyears following the date o n which such interested shareholder became an interested\nshareholder unless such business combination is approved by a majority of the\nindependent members of the board of directors of such corporation prior to such\ndate on which the interested shareholder became an interested shareholder. If a good\nfaith proposal is made in writing to the board of directors of such corporation\nregarding a business combination, the board of directors shall respond, in writing,\nwithin thirty (30) days or such shorter period, if any, as may be required by the\nSecurities Exchange Act of 1934, setting forth its reasons for its decision regarding\nsuch proposal. If the board of directors does not respond affirmatively in writing\nwithin thirty (30) days or such shorter period, if an y, as may be required by the\nSecurities Exchange Act of 1934, the independent members of the board of\ndirectors shall be deemed to have disapproved the business combination.\n(4) In discharging its duties under this section, or otherwise, the board of direc tors, in\nconsidering the best interests of the corporation, may consider in addition to the\ninterests of the corporation's shareholders, any of the following:\n(a) The interests of the corporation's employees, suppliers, creditors and\ncustomers;\n(b) The economy of the state and nation;\n(c) Community and societal considerations; and\n(d) The long -term as well as short -term interests of the corporation and its\nshareholders, including the possibility that these interests may be best served\nby the continued independence of the corporation.\n(5) Notwithstanding KRS 271B.6 -020 and any other provision of this chapter, and\nunless otherwise provided in the articles of incorporation before the creation or\nissuance of any rights or options as set forth herein, in consider ing the interests of\nthe corporation's shareholders, the board of directors of a corporation may, before,\non or after July 15, 1988, create and issue rights or options pursuant to KRS\n271B.6-240 which may contain provisions which adjust the option price or  number\nof shares issuable under such rights or options in the event of an acquisition of\nshares or a reorganization, merger, consolidation, sale of assets or other occurrence\ninvolving such corporation. Such rights or options may also include conditions t hat\nprevent the holder or holders of at least a specified number or percentage of the\noutstanding shares of the corporation, including subsequent transferees of the\nholder, from exercising those rights or options.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13430","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:19Z","sha256":"e4f13eb284b80284d472902258bd0f5a85c19579ab38005cc3ed4c81cb136fba","source_id":"us-ky","stale":false,"prev":"us-ky/krs-271b.12-200","next":"us-ky/krs-271b.12-220"},"notice":"GroundRules: Original legal text. Not legal advice."}