351.347. Acquisition proposals, board may make recommendation.
Acquisition proposals, board may make recommendation.
351.347. 1. In exercising its business judgment concerningany acquisition proposal, as defined in subsection 2 of thissection, the board of directors of the corporation may considerthe following factors, among others:
(1) The consideration being offered in the acquisitionproposal in relation to the board's estimate of:
(a) The current value of the corporation in a freelynegotiated sale of either the corporation by merger,consolidation or otherwise, or all or substantially all of thecorporation's assets;
(b) The current value of the corporation if orderlyliquidated;
(c) The future value of the corporation over a period ofyears as an independent entity discounted to current value;
(2) Then existing political, economic and other factorsbearing on security prices generally or the current market valueof the corporation's securities in particular;
(3) Whether the acquisition proposal might violate federal,state or local laws;
(4) Social, legal and economic effects on employees,suppliers, customers and others having similar relationships withthe corporation, and the communities in which the corporationconducts its businesses;
(5) The financial condition and earning prospects of theperson making the acquisition proposal including the person'sability to service its debt and other existing or likelyfinancial obligations;
(6) The competence, experience and integrity of the personmaking the acquisition proposal.
2. "Acquisition proposal" means any proposal of any person:
(1) For a tender offer, exchange offer, or other comparableoffer for any equity security of the corporation;
(2) To merge or consolidate the corporation with anothercorporation; or
(3) To purchase or otherwise acquire all or a substantialpart of the assets of the corporation.
3. Nothing in this section shall require any director orcorporation to respond to any particular acquisition proposal norpreclude directors, in exercising their business judgment inother contexts, from considering factors such as those enumeratedin subsection 1 of this section.
(L. 1986 S.B. 565, A.L. 1989 S.B. 141)