CORPORATIONS, PARTNERSHIPS, AND ASSOCIATIONS Anti-Takeover Statute: Prohibit Business Combinations

The Act adds to the Georgia Corporation Code three sections which provide Georgia corporations with protection against hostile takeovers. The prohibitions of the Act freeze-out any type of business combination with interested shareholders unless either ninety percent of the outstanding voting shares are purchased or the Board of Directors approves the combination. The freeze-out lasts five years unless an interested shareholder reaches ninety percent ownership and obtains shareholder approval. The Act only applies to Georgia corporations which specifically incorporate its provisions into their bylaws.