Skip to main content
Find a Lawyer

North Dakota Century Code Title 10. Corporations § 10-35-17. Approval of certain issuances of shares

Current as of January 01, 2024 | Updated by FindLaw Staff

1. An issuance by a publicly traded corporation of shares, or other securities convertible into or rights exercisable for shares, in a transaction or a series of integrated transactions, requires approval of the shareholders if the voting power of the shares that are issued or issuable as a result of the transaction or series of integrated transactions will exceed twenty percent of the voting power of the shares of the corporation which were outstanding immediately before the transaction.

2. Subsection 1 does not apply to:

a. A public offering solely for cash, cash equivalents or a combination of cash and cash equivalents; or

b. A bona fide private financing, solely for cash, cash equivalents or a combination of cash and cash equivalents, of:

(1) Shares at a price equal to at least the greater of the book or market value of the corporation's common shares; or

(2) Other securities or rights if the conversion or exercise price is equal to at least the greater of the book or market value of the corporation's common shares.

3. For purposes of this section:

a. The voting power of shares issued and issuable as a result of a transaction or series of integrated transactions shall be the greater of:

(1) The voting power of the shares to be issued; or

(2) The voting power of the shares that would be outstanding after giving effect to the conversion of convertible shares and other securities and the exercise of rights to be issued.

b. A series of transactions is integrated if consummation of one transaction is made contingent on consummation of one or more of the other transactions.

c. “Bona fide private financing” means a sale in which:

(1) A registered broker-dealer purchases the shares, other securities, or rights from the publicly traded corporation with a view to their private sale to one or more purchasers; or

(2) The corporation sells the shares, other securities, or rights to multiple purchasers, and no one purchaser or group of related purchasers acquires, or has the right to acquire, more than five percent of the voting power of shares issued or issuable in the transaction or series of integrated transactions.

Back to chapter list
Previous part of code Next part of code
Back to chapter list

Cite this article: FindLaw.com - North Dakota Century Code Title 10. Corporations § 10-35-17. Approval of certain issuances of shares - last updated January 01, 2024 | https://codes.findlaw.com/nd/title-10-corporations/nd-cent-code-sect-10-35-17/

Read this complete North Dakota Century Code Title 10. Corporations § 10-35-17. Approval of certain issuances of shares on Westlaw

FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature or via Westlaw before relying on it for your legal needs.

Was this helpful?

Search all North Dakota Codes

Welcome to FindLaw's Cases & Codes

A free source of state and federal court opinions, state laws, and the United States Code. For more information about the legal concepts addressed by these cases and statutes, visit FindLaw's Learn About the Law.

Go to Learn About the Law

Latest Blog Posts

For Legal Professionals

Learn About the Law

Get help with your legal needs

FindLaw’s Learn About the Law features thousands of informational articles to help you understand your options. And if you’re ready to hire an attorney, find one in your area who can help.

Go to Learn About the Law

Need to find an attorney?

Search our directory by legal issue

Enter information in one or both fields (Required)

    More Options
    Copied to clipboard