AB854,235
20Section
235. 180.11004 of the statutes is created to read:
AB854,221,25
21180.11004 Reference to external facts. A plan may refer to facts
22ascertainable outside the plan if the manner in which the facts will operate upon the
23plan is specified in the plan. The facts may include the occurrence of an event or a
24determination or action by a person, whether or not the event, determination, or
25action is within the control of a party to the transaction.
AB854,236
1Section
236. 180.1101 (title) of the statutes is amended to read:
AB854,222,2
2180.1101 (title)
Merger authorized.
AB854,237
3Section
237. 180.1101 (1) of the statutes is amended to read:
AB854,222,124
180.1101
(1) One or more
domestic corporations may merge with or into one
5or more other
business constituent entities
if the board of directors of each
6corporation, by resolution adopted by each board, approves a plan of merger and, if
7required by s. 180.1103, its shareholders also approve the plan of merger, and 8pursuant to ss. 180.1101, 180.11012, and 180.11031 to 180.1106 and a plan of merger 9if the merger is permitted under the
applicable
governing law of
the jurisdiction that
10governs each
other business constituent entity
that is a party to the merger and each
11such business constituent entity approves the plan of merger in the manner required
12by
the laws applicable to the business entity
its governing law.
AB854,238
13Section
238. 180.1101 (2) of the statutes is renumbered 180.11012 (1), and
14180.11012 (1) (intro.), (a) and (c), as renumbered, are amended to read:
AB854,222,1615
180.11012
(1) (intro.)
The
A plan of merger
shall set forth must be in a record
16and contain all of the following:
AB854,222,2017
(a)
The As to each constituent entity, its name,
form type of
business entity, and
18identity of the jurisdiction governing
each business entity planning to merge and the
19name, form of business entity, and identity of the jurisdiction of the surviving
20business entity into which each other business entity plans to merge law.
AB854,223,221
(c) The manner and basis of converting the
shares or other interests in each
22business constituent entity
that is a party to the merger into
shares, interests,
23securities, or obligations
, or other securities of the surviving
business entity
or any
24other business entity or into cash or other property in whole or part
, rights to acquire
1such interests or securities, money, other property, or any combination of the
2foregoing.
AB854,239
3Section
239. 180.1101 (2m) of the statutes is created to read:
AB854,223,84
180.1101
(2m) One or more other domestic or foreign entities may merge with
5or into a domestic corporation pursuant to ss. 180.1101, 180.11012, and 180.11031
6to 180.1106 and a plan of merger if the merger is permitted under the governing law
7of each constituent entity and each constituent entity approves the plan of merger
8in the manner required by its governing law.
AB854,240
9Section
240. 180.1101 (3) (intro.) and (b) of the statutes are consolidated,
10renumbered 180.11012 (2) and amended to read:
AB854,223,1311
180.11012
(2) The In addition to the requirements of sub. (1), a plan of merger
12may
set forth any of the following: (b) Other provisions contain any other provision 13relating to the merger
and not prohibited by law.
AB854,241
14Section
241. 180.1101 (3) (a) of the statutes is repealed.
AB854,242
15Section
242. 180.11012 (title) of the statutes is created to read:
AB854,223,16
16180.11012 (title)
Plan of merger.
AB854,243
17Section
243. 180.11012 (1) (d), (e) and (f) of the statutes are created to read:
AB854,223,2018
180.11012
(1) (d) If the surviving entity preexists the merger, any proposed
19amendments to its organizational documents that are to be in a record immediately
20after the merger becomes effective.
AB854,223,2221
(e) If the surviving entity is to be created in the merger, any of its organizational
22documents that are to be in a record immediately after the merger becomes effective.
AB854,223,2423
(f) Any other matters required under the governing law of any constituent
24entity.
AB854,244
25Section
244. 180.1102 (title) of the statutes is amended to read:
AB854,224,1
1180.1102 (title)
Share Interest exchange authorized.
AB854,245
2Section
245. 180.1102 (1) of the statutes is amended to read:
AB854,224,123
180.1102
(1) A
domestic corporation may acquire all of
the outstanding shares 4of one or more classes or series
of interests of another
business constituent entity
if
5the board of directors of each corporation, by resolution adopted by each board,
6approves a plan of share exchange and, if required by s. 180.1103, its shareholders
7also approve the pursuant to ss. 180.1102, 180.11021, 180.11032, 180.1105, and
8180.1106 and a plan of
share interest exchange
, and if the
share
interest exchange
9is permitted under the
applicable governing law
of the jurisdiction that governs the
10other business entity and the other business entity approves the plan of share
11exchange in the manner required by the laws of the jurisdiction that governs the
12other business entity applicable to the corporation and the acquired entity.
AB854,246
13Section 246
. 180.1102 (1m) of the statutes is created to read:
AB854,224,1814
180.1102
(1m) All of one or more classes or series of interests of a domestic
15corporation may be acquired by another constituent entity pursuant to ss. 180.1102,
16180.11021, 180.11032, 180.1105, and 180.1106 and a plan of interest exchange if the
17interest exchange is permitted under the governing law applicable to the acquiring
18entity and the corporation.
AB854,247
19Section
247. 180.1102 (2) of the statutes is renumbered 180.11021 (1), and
20180.11021 (1) (intro.), (a) and (c), as renumbered, are amended to read:
AB854,224,2221
180.11021
(1) (intro.) The plan of
share interest exchange
shall set forth must
22be in a record and contain all of the following:
AB854,224,2523
(a)
The As to both the acquiring and the acquired entity, its name,
form
type 24of
business entity, and
identity of the jurisdiction governing
the business entity
25whose shares will be acquired and the name of the acquiring business entity law.
AB854,225,5
1(c) The manner and basis of exchanging the
shares or other ownership interests
2to be acquired for
shares, obligations or other securities of the acquiring or any other
3business or for cash or other property in whole or part interests, securities, or
4obligations of the surviving entity, rights to acquire such interests or securities,
5money, other property, or any combination of the foregoing.
AB854,248
6Section
248. 180.1102 (2m) of the statutes is created to read:
AB854,225,117
180.1102
(2m) A domestic or foreign entity may exchange interests with a
8domestic corporation pursuant to ss. 180.1102, 180.11021, 180.11032, 180.1105, and
9180.1106 and a plan of interest exchange if the interest exchange is permitted under
10the governing law of each constituent entity and each constituent entity approves the
11plan of interest exchange in the manner required by its governing law.
AB854,249
12Section
249. 180.1102 (3) of the statutes is renumbered 180.11021 (3) and
13amended to read:
AB854,225,1614
180.11021
(3) The In addition to the requirements of sub. (1), a plan of
share 15interest exchange may
set forth other provisions contain any other provision relating
16to the exchange
and not prohibited by law.
AB854,250
17Section
250. 180.1102 (4) of the statutes is renumbered 180.11021 (4) and
18amended to read:
AB854,225,2119
180.11021
(4) This section does not limit the power of a corporation to acquire
20all or part of the
shares interests of one or more classes or series of another
21corporation constituent entity through a voluntary exchange or otherwise.
AB854,251
22Section
251. 180.11021 (title) of the statutes is created to read:
AB854,225,23
23180.11021 (title)
Plan of interest exchange.
AB854,252
24Section
252. 180.11021 (1) (d) and (e) of the statutes are created to read:
AB854,226,3
1180.11021
(1) (d) Any proposed amendments to the organizational documents
2of the acquiring or acquired entity that will take effect when the interest exchange
3becomes effective.
AB854,226,54
(e) Any other matters required under the governing law of any constituent
5entity.
AB854,253
6Section
253. 180.1103 (title) of the statutes is repealed.
AB854,254
7Section
254. 180.1103 (1) of the statutes is renumbered 180.11032 (1) and
8amended to read:
AB854,226,149
180.11032
(1) Submit to shareholders. After
adopting and approving a plan
10of merger or
share interest exchange
is approved, the board of directors of each
11domestic corporation that is party to the merger, and the board of directors of the
12domestic corporation whose shares will be acquired in the
share interest exchange,
13shall submit the plan of merger, except as provided in sub. (5) and s. 180.11045 (2),
14or
share interest exchange for approval by its shareholders.
AB854,255
15Section
255. 180.1103 (2) of the statutes is renumbered 180.11032 (2) and
16amended to read:
AB854,226,2217
180.11032
(2) Meeting notice.
The A domestic corporation shall notify each
18shareholder, whether or not entitled to vote, of the proposed shareholders' meeting
19in accordance with s. 180.0705, except that the notice shall be given at least 20 days
20before the meeting date. The notice shall also state that the purpose, or one of the
21purposes, of the meeting is to consider the plan of merger or
share interest exchange
22and shall contain or be accompanied by a copy or summary of the plan.
AB854,256
23Section
256. 180.1103 (3) of the statutes is renumbered 180.11032 (3) and
24amended to read:
AB854,227,6
1180.11032
(3) Required vote. Unless this chapter, the articles of incorporation
2or bylaws adopted under authority granted in the articles of incorporation require
3a greater vote or a vote by voting groups, the plan of merger or
share interest 4exchange to be authorized shall be approved by each voting group entitled to vote
5separately on the plan by a majority of all the votes entitled to be cast on the plan
6by that voting group.
AB854,257
7Section
257. 180.1103 (4) (intro.) and (a) of the statutes are renumbered
8180.11032 (4) (intro.) and (a).
AB854,258
9Section
258. 180.1103 (4) (b) of the statutes is renumbered 180.11032 (4) (b)
10and amended to read:
AB854,227,1311
180.11032
(4) (b) A plan of
share interest exchange by each class or series of
12shares
of the domestic corporation included in the exchange, with each class or series
13constituting a separate voting group.
AB854,259
14Section
259. 180.1103 (5) (title) and (a) of the statutes are renumbered
15180.11032 (5) (title) and (a).
AB854,260
16Section
260. 180.1103 (5) (b) of the statutes is renumbered 180.11032 (5) (b)
17and amended to read:
AB854,227,2018
180.11032
(5) (b) Action by the shareholders of the surviving
domestic 19corporation on a plan of merger is not required if all of the following conditions are
20satisfied:
AB854,227,2321
1. The articles of incorporation of the surviving
domestic corporation will not
22differ, except for amendments enumerated in s. 180.1002, from its articles of
23incorporation before the merger.
AB854,228,224
2. Each shareholder of the surviving
domestic corporation whose shares were
25outstanding immediately before the effective date of the merger will hold the same
1number of shares, with identical designations, preferences, limitations and relative
2rights, immediately after.
AB854,228,83
3. The number of voting shares outstanding immediately after the merger, plus
4the number of voting shares issuable as a result of the merger, either by the
5conversion of securities issued pursuant to the merger or the exercise of rights or
6warrants issued pursuant to the merger, will not exceed by more than 20 percent the
7total number of voting shares of the surviving
domestic corporation outstanding
8immediately before the merger.
AB854,228,149
4. The number of participating shares outstanding immediately after the
10merger, plus the number of participating shares issuable as a result of the merger,
11either by the conversion of securities issued pursuant to the merger or the exercise
12of rights or warrants issued pursuant to the merger, will not exceed by more than 20
13percent the total number of participating shares of the surviving
domestic 14corporation outstanding immediately before the merger.
AB854,261
15Section
261. 180.1103 (6) of the statutes is repealed.
AB854,262
16Section
262. 180.11031 of the statutes is created to read:
AB854,228,21
17180.11031 Approval of merger or interest exchange; amendment;
18abandonment. (1) Subject to the governing law of each constituent, acquiring, or
19acquired entity, a plan of merger or interest exchange must be approved by a vote or
20consent of the board of directors of each domestic corporation that is a constituent
21entity and, if required by s. 180.11032 (1), its shareholders.
AB854,229,3
22(2) Subject to the governing law of each constituent, acquiring, or acquired
23entity, after a plan of merger or interest exchange is approved, and at any time before
24a merger or interest exchange becomes effective, the constituent entities may amend
25the plan of merger or interest exchange or abandon the merger or interest exchange
1as provided in the plan of merger or interest exchange or, except as otherwise
2provided in the plan of merger or interest exchange, with the same vote or consent
3as was required to approve the plan of merger or interest exchange.
AB854,229,13
4(3) If, after articles of merger or interest exchange have been delivered to the
5department for filing and before the merger or interest exchange becomes effective,
6the plan of merger or interest exchange is amended in a manner that requires an
7amendment to the articles of merger or interest exchange or if the merger or interest
8exchange is abandoned, a statement of amendment or abandonment, signed by a
9constituent entity, must be delivered to the department for filing before the merger
10or interest exchange becomes effective. When the statement of abandonment
11becomes effective, the merger or interest exchange is abandoned and does not become
12effective. The statement of amendment or abandonment must contain all of the
13following:
AB854,229,1414
(a) The name of each constituent entity.
AB854,229,1615
(b) The amendment to or the abandonment of the articles of merger or interest
16exchange.
AB854,229,1817
(c) A statement that the amendment or abandonment was approved in
18accordance with this section.
AB854,229,21
19(4) In addition to approval under sub. (1), a plan of merger or interest exchange
20must be approved by each constituent entity that is not a domestic partnership in
21accordance with any requirements of its governing law.
AB854,263
22Section
263. 180.11032 (title) of the statutes is created to read:
AB854,229,24
23180.11032 (title)
Approval requirements and procedures applicable to
24domestic corporations in mergers and interest exchanges.
AB854,264
25Section
264. 180.1104 (1) of the statutes is amended to read:
AB854,230,7
1180.1104
(1) A
domestic parent corporation owning at least 90 percent of the
2outstanding shares of each class of a subsidiary corporation or at least 90 percent of
3the outstanding interests of each class of any other subsidiary business entity may
4merge the subsidiary into the
domestic parent or the
domestic parent into the
5subsidiary without approval of the shareholders or other owners of the subsidiary
6and, if the conditions specified in s. 180.1302 (1) (a) 3. a. to d. are satisfied, without
7approval of the shareholders of the
domestic parent.
AB854,265
8Section
265. 180.1104 (2) (intro.) and (b) of the statutes are amended to read:
AB854,230,109
180.1104
(2) (intro.) The board of directors of the
domestic parent corporation
10shall adopt a plan of merger that sets forth all of the following:
AB854,230,1411
(b) The manner and basis of converting the shares or other interests of the
12subsidiary or
domestic parent into shares, interests, obligations, or other securities
13of the surviving business entity or any other business entity or into cash or other
14property in whole or part.
AB854,266
15Section
266. 180.1104 (3) of the statutes is amended to read:
AB854,230,1816
180.1104
(3) The
domestic parent shall mail a copy or summary of the plan of
17merger to each shareholder or other owner of the merging business entity who does
18not waive the mailing requirement in writing.
AB854,267
19Section
267. 180.1104 (4) of the statutes is amended to read:
AB854,230,2320
180.1104
(4) The
domestic parent may not deliver articles of merger to the
21department for filing until at least 10 days after the date on which it mailed a copy
22of the plan of merger to each shareholder or other owner of the merging business
23entity who did not waive the mailing requirement.
AB854,268
24Section
268. 180.11045 (1) (a) of the statutes is amended to read:
AB854,231,4
1180.11045
(1) (a) “Holding company" means a
domestic corporation that issues
2shares under sub. (2) (b) and that, during the period beginning with its incorporation
3and ending with the effective time of a merger under this section, was at all times
4a wholly owned subsidiary of the parent corporation that is party to the merger.
AB854,269
5Section
269. 180.1105 (title) of the statutes is amended to read:
AB854,231,6
6180.1105 (title)
Articles of merger or share interest exchange.
AB854,270
7Section
270. 180.1105 (1) (intro.) of the statutes is amended to read:
AB854,231,168
180.1105
(1) (intro.) Except as provided in s. 180.1104 (4), after a plan of merger
9or
share interest exchange
is has been approved
by the shareholders of the
10corporation, or adopted by the board of directors if shareholder approval is not
11required, and by each other business entity that is a party to the merger in the
12manner required by the laws applicable to the business entity, the surviving or
13acquiring business entity with respect to each constituent entity in accordance with
14its governing law, the constituent entities shall deliver
, or cause to be delivered, to
15the department for filing articles of merger or
share interest exchange setting forth
16all of the following:
AB854,271
17Section
271. 180.1105 (1) (am) of the statutes is amended to read:
AB854,231,2118
180.1105
(1) (am) The effective date and time of the merger or
share interest 19exchange, if the merger or
share interest exchange is to take effect at a time other
20than the close of business on the date of filing the articles of merger, as provided
21under s. 180.0123.
AB854,272
22Section
272. 180.1105 (1) (bm) of the statutes is amended to read:
AB854,232,223
180.1105
(1) (bm) The name
and state of incorporation of each corporation that
24is a party to the merger or share exchange, type of entity, and governing law of each
1constituent entity of the merger, or, if an interest exchange, the name of the acquiring
2and acquired entities.