{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1090.3","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1090.3","heading":"Business combinations with interested shareholders","body":"BUSINESS COMBINATIONS WITH INTERESTED SHAREHOLDERS\n\nA. Notwithstanding any other provisions of this title, a\n\ncorporation shall not engage in any business combination with any\n\ninterested shareholder for a period of three (3) years following the\n\ntime that the person became an interested shareholder, unless:\n\n1. Prior to that time, the board of directors of the\n\ncorporation approved either the business combination or the\n\ntransaction which resulted in the person becoming an interested\n\nshareholder;\n\n2. Upon consummation of the transaction which resulted in the\n\nperson becoming an interested shareholder, the interested\n\nshareholder owned at least eighty-five percent (85%) of the\n\noutstanding voting stock of the corporation at the time the\n\ntransaction commenced, excluding for purposes of determining the\n\noutstanding voting stock, but not the outstanding voting stock owned\n\nby the interested shareholder, those shares owned by:\n\na. persons who are directors and also officers, and\n\nb. employee stock plans in which employee participants do\n\nnot have the right to determine confidentially whether\n\nshares held subject to the plan will be tendered in a\n\ntender or exchange offer; or\n\n3. At or subsequent to such time, the business combination is\n\napproved by the board of directors and authorized at an annual or\n\nspecial meeting of shareholders, and not by written consent, by the\n\naffirmative vote of at least two-thirds (2/3) of the outstanding\n\nvoting stock which is not owned by the interested shareholder.\n\nB. The restrictions contained in this section shall not apply\n\nif:\n\n1. The corporation’s original certificate of incorporation\n\ncontains a provision expressly electing not to be governed by this\n\nsection;\n\n2. The corporation, by action of its board of directors,\n\nadopted an amendment to its bylaws by November 30, 1991, expressly\n\nelecting not to be governed by this section, which amendment shall\n\nnot be further amended by the board of directors;\n\n3. a. The corporation, with the approval of its\n\nshareholders, adopts an amendment to its certificate\n\nof incorporation or bylaws expressly electing not to\n\nbe governed by this section; provided that, in\n\naddition to any other vote required by law, an\n\namendment to the certificate of incorporation or\n\nbylaws must be adopted by the affirmative vote of a\n\nmajority of the outstanding voting stock of the\n\ncorporation.\n\nb. In the case of a corporation that both:\n\n(1) has never had a class of voting stock that falls\n\nwithin any of the two categories set out in\n\nparagraph 4 of this subsection, and\n\n(2) has not elected by a provision in its original\n\ncertificate of incorporation or any amendment\n\nthereto to be governed by this section, such\n\namendment shall become effective upon (i) in the\n\ncase of an amendment to the certificate of\n\nincorporation, the date and time at which the\n\ncertificate filed in accordance with Section 1007\n\nof this title becomes effective, or (ii) in the\n\ncase of an amendment to the bylaws, the date of\n\nthe adoption of such amendment.\n\nc. In all other cases, an amendment adopted pursuant to\n\nthis paragraph shall become effective (i) in the case\n\nof an amendment to the certificate of incorporation,\n\ntwelve (12) months after the date and time at which\n\nthe certificate filed in accordance with Section 1007\n\nof this title becomes effective, or (ii) in the case\n\nof an amendment to the bylaws, twelve (12) months\n\nafter the date of the adoption of such amendment, and\n\nin either case, the election not to be governed by\n\nthis section shall not apply to any business\n\ncombination between a corporation and any person who\n\nbecame an interested shareholder of the corporation on\n\nor before (i) in the case of an amendment to the\n\ncertificate of incorporation, the date and time at\n\nwhich the certificate filed in accordance with Section\n\n1007 of this title becomes effective, or (ii) in the\ne election not to be governed by\n\nthis section shall not apply to any business\n\ncombination between a corporation and any person who\n\nbecame an interested shareholder of the corporation on\n\nor before (i) in the case of an amendment to the\n\ncertificate of incorporation, the date and time at\n\nwhich the certificate filed in accordance with Section\n\n1007 of this title becomes effective, or (ii) in the\n\ncase of an amendment to the bylaws, the date of the\n\nadoption of such amendment. A bylaw amendment adopted\n\npursuant to this paragraph shall not be further\n\namended by the board of directors;\n\n4. The corporation does not have a class of voting stock that\n\nis:\n\na. listed on a national securities exchange, or\n\nb. held of record by one thousand or more shareholders,\n\nunless any of the foregoing results from action taken,\n\ndirectly or indirectly, by an interested shareholder\n\nor from a transaction in which a person becomes an\n\ninterested shareholder;\n\n5. A person becomes an interested shareholder inadvertently\n\nand:\n\na. as soon as practicable divests itself of ownership of\n\nsufficient shares so that the person ceases to be an\n\ninterested shareholder, and\n\nb. would not, at any time within the three-year period\n\nimmediately prior to a business combination between\n\nthe corporation and the person, have been an\n\ninterested shareholder but for the inadvertent\n\nacquisition;\n\n6. a. The business combination is proposed prior to the\n\nconsummation or abandonment of, and subsequent to the\n\nearlier of the public announcement or the notice\n\nrequired hereunder of, a proposed transaction which:\n\n(1) constitutes one of the transactions described in\n\nsubparagraph b of this paragraph,\n\n(2) is with or by a person who:\n\n(a) was not an interested shareholder during the\n\nprevious three (3) years, or\n\n(b) became an interested shareholder with the\n\napproval of the corporation’s board of\n\ndirectors or during the period described in\n\nparagraph 7 of this subsection, and\n\n(3) is approved or not opposed by a majority of the\n\nmembers of the board of directors then in office,\n\nbut not less than one, who were directors prior\n\nto any person becoming an interested shareholder\n\nduring the previous three (3) years or were\n\nrecommended for election or elected to succeed\n\nthe directors by a majority of the directors.\n\nb. The proposed transactions referred to in subparagraph\n\na of this paragraph are limited to:\n\n(1) a share acquisition pursuant to Section 1090.1 of\n\nthis title, or a merger or consolidation of the\n\ncorporation, except for a merger in respect of\n\nwhich, pursuant to subsection F or G of Section\n\n1081 of this title, no vote of the shareholders\n\nof the corporation is required,\n\n(2) a sale, lease, exchange, mortgage, pledge,\n\ntransfer, or other disposition, in one\n\ntransaction or a series of transactions, whether\n\nas part of a dissolution or otherwise, of assets\n\nof the corporation or of any direct or indirect\n\nmajority-owned subsidiary of the corporation,\n\nother than to any direct or indirect wholly owned\n\nsubsidiary or to the corporation, having an\n\naggregate market value equal to fifty percent\n\n(50%) or more of either the aggregate market\n\nvalue of all of the assets of the corporation\n\ndetermined on a consolidated basis or the\n\naggregate market value of all the outstanding\n\nstock of the corporation, or\najority-owned subsidiary of the corporation,\n\nother than to any direct or indirect wholly owned\n\nsubsidiary or to the corporation, having an\n\naggregate market value equal to fifty percent\n\n(50%) or more of either the aggregate market\n\nvalue of all of the assets of the corporation\n\ndetermined on a consolidated basis or the\n\naggregate market value of all the outstanding\n\nstock of the corporation, or\n\n(3) a proposed tender or exchange offer for\n\noutstanding stock of the corporation which\n\nrepresents fifty percent (50%) or more of the\n\noutstanding voting stock of the corporation. The\n\ncorporation shall give not less than twenty (20)\n\ndays’ notice to all interested shareholders prior\n\nto the consummation of any of the transactions\n\ndescribed in divisions (1) or (2) of this\n\nsubparagraph; or\n\n7. The business combination is with an interested shareholder\n\nwho became an interested shareholder at a time when the restriction\n\ncontained in this section did not apply by reason of any of\n\nparagraphs 1 through 4 of this subsection; provided, however, that\n\nthis paragraph shall not apply if, at the time the interested\n\nshareholder became an interested shareholder, the corporation’s\n\ncertificate of incorporation contained a provision authorized by\n\nsubsection C of this section.\n\nC. Notwithstanding paragraphs 1, 2, 3 and 4 of subsection B of\n\nthis section, a corporation may elect by a provision of its original\n\ncertificate of incorporation or any amendment thereto to be governed\n\nby this section; provided, that any amendment to the certificate of\n\nincorporation shall not apply to restrict a business combination\n\nbetween the corporation and an interested shareholder of the\n\ncorporation if the interested shareholder became an interested\n\nshareholder before the date and time at which the certificate filed\n\nin accordance with Section 1007 of this title becomes effective.\n\nD. As used in this section:\n\n1. “Affiliate” means a person that directly, or indirectly\n\nthrough one or more intermediaries, controls, or is controlled by,\n\nor is under common control with, another person;\n\n2. “Associate”, when used to indicate a relationship with any\n\nperson, means:\n\na. any corporation, partnership, unincorporated\n\nassociation, or other entity of which the person is a\n\ndirector, officer, or partner or is the owner of\n\ntwenty percent (20%) or more of any class of voting\n\nstock,\n\nb. any trust or other estate in which the person has at\n\nleast a twenty-percent beneficial interest or as to\n\nwhich such person serves as trustee or in a similar\n\nfiduciary capacity, and\n\nc. any relative or spouse of the person, or any relative\n\nof the spouse, who has the same residence as the\n\nperson;\n\n3. “Business combination”, when used in reference to any\n\ncorporation and any interested shareholder of the corporation,\n\nmeans:\n\na. any merger or consolidation of the corporation or any\n\ndirect or indirect majority-owned subsidiary of the\n\ncorporation with:\n\n(1) the interested shareholder, or\ntive or spouse of the person, or any relative\n\nof the spouse, who has the same residence as the\n\nperson;\n\n3. “Business combination”, when used in reference to any\n\ncorporation and any interested shareholder of the corporation,\n\nmeans:\n\na. any merger or consolidation of the corporation or any\n\ndirect or indirect majority-owned subsidiary of the\n\ncorporation with:\n\n(1) the interested shareholder, or\n\n(2) any other corporation, partnership,\n\nunincorporated association, or other entity if\n\nthe merger or consolidation is caused by the\n\ninterested shareholder and, as a result of the\n\nmerger or consolidation subsection A of this\n\nsection is not applicable to the surviving\n\nentity,\n\nb. any sale, lease, exchange, mortgage, pledge, transfer,\n\nor other disposition, in one transaction or a series\n\nof transactions, except proportionately as a\n\nshareholder of the corporation, to or with the\n\ninterested shareholder, whether as part of a\n\ndissolution or otherwise, of assets of the corporation\n\nor of any direct or indirect majority-owned subsidiary\n\nof the corporation which assets have an aggregate\n\nmarket value equal to ten percent (10%) or more of\n\neither the aggregate market value of all the assets of\n\nthe corporation determined on a consolidated basis or\n\nthe aggregate market value of all the outstanding\n\nstock of the corporation,\n\nc. any transaction which results in the issuance or\n\ntransfer by the corporation or by any direct or\n\nindirect majority-owned subsidiary of the corporation\n\nof any stock of the corporation or of the subsidiary\n\nto the interested shareholder, except:\n\n(1) pursuant to the exercise, exchange, or conversion\n\nof securities exercisable for, exchangeable for,\n\nor convertible into stock of the corporation or\n\nany subsidiary which securities were outstanding\n\nprior to the time that the interested shareholder\n\nbecame an interested shareholder,\n\n(2) pursuant to a merger under subsection G of\n\nSection 1081 of this title,\n\n(3) pursuant to a dividend or distribution paid or\n\nmade, or the exercise, exchange, or conversion of\n\nsecurities exercisable for, exchangeable for, or\n\nconvertible into stock of the corporation or any\n\nsubsidiary which security is distributed, pro\n\nrata, to all holders of a class or series of\n\nstock of the corporation subsequent to the time\n\nthe interested shareholder became an interested\n\nshareholder,\n\n(4) pursuant to an exchange offer by the corporation\n\nto purchase stock made on the same terms to all\n\nholders of the stock, or\n\n(5) any issuance or transfer of stock by the\n\ncorporation; provided, however, that in no case\n\nunder divisions (3) through (5) of this\n\nsubparagraph shall there be an increase in the\n\ninterested shareholder’s proportionate share of\n\nthe stock of any class or series of the\n\ncorporation or of the voting stock of the\n\ncorporation,\n\nd. any transaction involving the corporation or any\n\ndirect or indirect majority-owned subsidiary of the\n\ncorporation which has the effect, directly or\n\nindirectly, of increasing the proportionate share of\n\nthe stock of any class or series, or securities\n\nconvertible into the stock of any class or series, or\n\nthe outstanding voting stock, of the corporation or of\n\nany subsidiary which is owned by the interested\n\nshareholder, except as a result of immaterial changes\n\ndue to fractional share adjustments or as a result of\n\nany purchase or redemption of any shares of stock not\n\ncaused, directly or indirectly, by the interested\n\nshareholder,\n\ne. any receipt by the interested shareholder of the\n\nbenefit, directly or indirectly, except\n\nproportionately as a shareholder of the corporation,\n\nof any loans, advances, guarantees, pledges, or other\n\nfinancial benefits, other than those expressly\n\npermitted in subparagraphs a through d of this\n\nparagraph, provided by or through the corporation or\n\nany direct or indirect majority-owned subsidiary, or\ny receipt by the interested shareholder of the\n\nbenefit, directly or indirectly, except\n\nproportionately as a shareholder of the corporation,\n\nof any loans, advances, guarantees, pledges, or other\n\nfinancial benefits, other than those expressly\n\npermitted in subparagraphs a through d of this\n\nparagraph, provided by or through the corporation or\n\nany direct or indirect majority-owned subsidiary, or\n\nf. any share acquisition by the interested shareholder\n\nfrom the corporation or any direct or indirect\n\nmajority-owned subsidiary of the corporation pursuant\n\nto Section 1090.1 of this title;\n\n4. “Control” including the terms “controlling”, “controlled by”\n\nand “under common control with”, means the possession, directly or\n\nindirectly, of the power to direct or cause the direction of the\n\nmanagement and policies of a person, whether through the ownership\n\nof voting stock, by contract, or otherwise. A person who is the\n\nowner of twenty percent (20%) or more of the outstanding voting\n\nstock of any corporation, partnership, unincorporated association or\n\nother entity shall be presumed to have control of the entity, in the\n\nabsence of proof by a preponderance of the evidence to the contrary.\n\nNotwithstanding the foregoing, a presumption of control shall not\n\napply where the person holds stock, in good faith and not for the\n\npurpose of circumventing this section, as an agent, bank, broker,\n\nnominee, custodian, or trustee for one or more owners who do not\n\nindividually or as a group have control of the entity;\n\n5. a. “Interested shareholder” means:\n\n(1) any person, other than the corporation and any\n\ndirect or indirect majority-owned subsidiary of\n\nthe corporation, that:\n\n(a) is the owner of fifteen percent (15%) or\n\nmore of the outstanding voting stock of the\n\ncorporation, or\n\n(b) is an affiliate or associate of the\n\ncorporation and was the owner of fifteen\n\npercent (15%) or more of the outstanding\n\nvoting stock of the corporation at any time\n\nwithin the three-year period immediately\n\nprior to the date on which it is sought to\n\nbe determined whether the person is an\n\ninterested shareholder, and\n\n(2) the affiliates and associates of the person.\n\nb. “Interested shareholder” shall not mean:\n\n(1) any person who:\n\n(a) owned shares in excess of the fifteen\n\npercent (15%) limitation set forth herein as\n\nof, or acquired such shares pursuant to a\n\ntender offer commenced prior to, September\n\n1, 1991, or pursuant to an exchange offer\n\nannounced prior to September 1, 1991, and\n\ncommenced within ninety (90) days thereafter\n\nand either:\n\ni. continued to own shares in excess of\n\nthe fifteen percent (15%) limitation or\n\nwould have but for action by the\n\ncorporation, or\n\nii. is an affiliate or associate of the\n\ncorporation and so continued, or so\n\nwould have continued but for action by\n\nthe corporation, to be the owner of\n\nfifteen percent (15%) or more of the\n\noutstanding voting stock of the\n\ncorporation at any time within the\n\nthree-year period immediately prior to\n\nthe date on which it is sought to be\n\ndetermined whether the person is an\n\ninterested shareholder, or\nis an affiliate or associate of the\n\ncorporation and so continued, or so\n\nwould have continued but for action by\n\nthe corporation, to be the owner of\n\nfifteen percent (15%) or more of the\n\noutstanding voting stock of the\n\ncorporation at any time within the\n\nthree-year period immediately prior to\n\nthe date on which it is sought to be\n\ndetermined whether the person is an\n\ninterested shareholder, or\n\n(b) acquired the shares from a person described\n\nin subdivision (a) of this division by gift,\n\ninheritance, or in a transaction in which no\n\nconsideration was exchanged, or\n\n(2) any person whose ownership of shares in excess of\n\nthe fifteen percent (15%) limitation set forth\n\nherein is the result of action taken solely by\n\nthe corporation; provided, that the person shall\n\nbe an interested shareholder if thereafter the\n\nperson acquires additional shares of voting stock\n\nof the corporation, except as a result of further\n\ncorporate action not caused, directly or\n\nindirectly, by the person.\n\nc. For the purpose of determining whether a person is an\n\ninterested shareholder, the stock of the corporation\n\ndeemed to be outstanding shall include stock deemed to\n\nbe owned by the person through application of\n\nparagraph 9 of this subsection, but shall not include\n\nany other unissued stock of the corporation which may\n\nbe issuable pursuant to any agreement, arrangement, or\n\nunderstanding, or upon exercise of conversion rights,\n\nwarrants, or options, or otherwise;\n\n6. “Person” means any individual, corporation, partnership,\n\nunincorporated association, any other entity, any group and any\n\nmember of a group;\n\n7. “Stock” means, with respect to any corporation, capital\n\nstock and, with respect to any other entity, any equity interest;\n\n8. “Voting stock” means, with respect to any corporation, stock\n\nof any class or series entitled to vote generally in the election of\n\ndirectors and, with respect to any entity that is not a corporation,\n\nany equity interest entitled to vote generally in the election of\n\nthe governing body of the entity. Every reference to a percentage\n\nof voting stock refers to the percentage of the votes of the voting\n\nstock; and\n\n9. “Owner” including the terms “own” and “owned”, when used\n\nwith respect to any stock, means a person who individually or with\n\nor through any of its affiliates or associates:\n\na. beneficially owns the stock, directly or indirectly,\n\nor\n\nb. has:\n\n(1) the right to acquire the stock, whether the right\n\nis exercisable immediately or only after the\n\npassage of time, pursuant to any agreement,\n\narrangement, or understanding, or upon the\n\nexercise of conversion rights, exchange rights,\n\nwarrants, or options, or otherwise; provided,\n\nhowever, that a person shall not be deemed the\n\nowner of stock tendered pursuant to a tender or\n\nexchange offer made by the person or any of the\n\nperson’s affiliates or associates until the\n\ntendered stock is accepted for purchase or\n\nexchange, or\nagreement,\n\narrangement, or understanding, or upon the\n\nexercise of conversion rights, exchange rights,\n\nwarrants, or options, or otherwise; provided,\n\nhowever, that a person shall not be deemed the\n\nowner of stock tendered pursuant to a tender or\n\nexchange offer made by the person or any of the\n\nperson’s affiliates or associates until the\n\ntendered stock is accepted for purchase or\n\nexchange, or\n\n(2) the right to vote the stock pursuant to any\n\nagreement, arrangement or understanding;\n\nprovided, however, that a person shall not be\n\ndeemed the owner of any stock because of the\n\nperson’s right to vote the stock if the\n\nagreement, arrangement or understanding to vote\n\nthe stock arises solely from a revocable proxy or\n\nconsent given in response to a proxy or consent\n\nsolicitation made to ten or more persons, or\n\nc. has any agreement, arrangement or understanding for\n\nthe purpose of acquiring, holding or voting, except\n\nvoting pursuant to a revocable proxy or consent as\n\ndescribed in division (2) of subparagraph b of this\n\nparagraph, or disposing of the stock with any other\n\nperson that beneficially owns, or whose affiliates or\n\nassociates beneficially own, directly or indirectly,\n\nthe stock.\n\nE. No provisions of a certificate of incorporation or bylaw\n\nshall require, for any vote of shareholders required by this\n\nsection, a greater vote of shareholders than that specified in this\n\nsection.","path":["OK Code","Title 18"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os18.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"22104763da4041725326d573b95bda86589fcd36f38833139f8c59fcbd47f946","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1090.2","next":"us-ok/okla.-stat.-tit.-18-18-1090.4"},"notice":"GroundRules: Original legal text. Not legal advice."}