Wisconsin Legislature: 258,233

258,227 Section 227 . 180.0821 (4) of the statutes is created to read:

180.0821 (4) Any person, whether or not then a director, may provide, whether through instruction to an agent or otherwise, that a consent to action will be effective at a future time, including a time determined upon the happening of an event, and such consent shall be considered to have been given for purposes of this section at such effective time so long as the person is then a director and did not revoke the consent prior to that time. Any such consent shall be revocable prior to its becoming effective.

258,228 Section 228. Subchapter XI (title) of chapter 180 [precedes 180.1100] of the statutes is amended to read:

CHAPTER 180

SUBCHAPTER XI

MERGER, SHARE interest EXCHANGE,
AND CONVERSION, and domestication

258,229 Section 229. 180.1100 (1) of the statutes is renumbered 180.1100 (1g).

258,230 Section 230. 180.1100 (1c) and (1e) of the statutes are created to read:

180.1100 (1c) “Acquired entity" means the entity all of one or more classes or series of interests of which are acquired in an interest exchange.

(1e) “Acquiring entity" means the entity that acquires all of one or more classes or series of interests of the acquired entity in an interest exchange.

258,231 Section 231. 180.1100 (1j), (1m), (1o), (1q), (1s), (1u) and (1w) of the statutes are created to read:

180.1100 (1j) “Constituent entity" means a merging entity or a surviving entity in a merger.

(1m) “Conversion" means a transaction authorized by s. 180.1161.

(1o) “Converted entity" means the converting entity as it continues in existence after a conversion.

(1q) “Converting entity" means an entity that engages in a conversion.

(1s) “Domesticated entity" means the domesticating entity as it continues in existence after a domestication.

(1u) “Domesticating entity" means either a non-United States entity or a Wisconsin corporation that engages in a domestication.

(1w) “Domestication" means a transaction authorized by ss. 180.1171 to 180.1175.

258,232 Section 232 . 180.1100 (2) and (3) of the statutes are amended to read:

180.1100 (2) “Domestic business entity" means a corporation, a limited liability company, as defined in s. 183.0102 (10) (8), a partnership, as defined in s. 178.0102 (11), a limited partnership, as defined in s. 179.01 (7) 179.0102 (12), or a corporation, as defined in s. 181.0103 (5).

(3) “Foreign business entity" means a foreign limited liability company, as defined in s. 183.0102 (8) (5), a foreign partnership, as defined in s. 178.0102 (6), a foreign limited partnership, as defined in s. 179.01 (4) 179.0102 (6), a foreign corporation, as defined in s. 180.0103 (9), or a foreign corporation, as defined in s. 181.0103 (13).

258,233 Section 233. 180.1100 (4) to (14) of the statutes are created to read:

180.1100 (4) “Interest" means any of the following:

(a) A share in a business corporation.

(b) A membership in a nonprofit or nonstock corporation.

(d) A partnership interest in a limited partnership.

(e) A membership interest in a limited liability company.

(f) A membership interest or stock in a general cooperative association.

(g) A membership interest in a limited cooperative association.

(h) A membership in an unincorporated association.

(i) A beneficial interest in a statutory trust, business trust, or common-law business trust.

(j) A comparable interest in any other type of unincorporated entity.

(5) “Interest exchange" means a transaction authorized by s. 180.1102.

(6) “Interest holder" means any of the following:

(a) A shareholder of a business corporation.

(b) A member of a nonprofit or nonstock corporation.

(d) A general partner of a limited partnership.

(e) A limited partner of a limited partnership.

(f) A member of a limited liability company.

(g) A member or stockholder of a general cooperative association.

(h) A member of a limited cooperative association.

(i) A member of an unincorporated association.

(j) A beneficiary or beneficial owner of a statutory trust, business trust, or common-law business trust.

(k) Any other direct holder of an interest.

(7) “Interest holder liability" means any of the following:

(a) Personal liability for a debt, obligation, or other liability of an entity which is imposed on a person under any of the following circumstances:

1. Solely by reason of the status of the person as an interest holder of the entity under its governing law.

2. Under the organizational documents of the entity in accordance with its governing law which make one or more specified interest holders or categories of interest holders liable in their capacity as interest holders for all or specified liabilities of the entity.

(b) An obligation of an interest holder of an entity under its organizational documents to contribute to the entity.

(8) “Merger" means a transaction authorized by s. 180.1101.

(9) “Merging entity" means an entity that is a party to a merger and exists immediately before the merger becomes effective.

(10) “Non-United States entity" means an entity whose governing law is the law of any jurisdiction other than the United States or any state, but does not include an entity that has domesticated under the law of any other state.

(11) “Organizational documents" means, with respect to an entity, whether in a record or, to the extent permitted under the entity's governing law, other than in a record, the following or its equivalent under the entity's governing law:

(a) For a domestic or foreign corporation, whether or not for profit or stock or nonstock, its articles of incorporation and bylaws.

(b) For a domestic or foreign partnership, its partnership agreement and, in the case of a domestic or foreign limited liability partnership, its statement of qualification as a limited liability partnership or foreign limited liability partnership.

(d) For a domestic or foreign limited liability company, its certificate or articles of organization and operating agreement.

(e) For a business trust, its agreement of trust and declaration of trust.

(f) For any other entity, the basic records, agreements, or other items that create the entity and control its internal governance and the relations among its interest holders.

(12) “Plan" means a plan of merger under s. 180.11012, a plan of interest exchange under s. 180.11021, a plan of conversion under s. 180.1161, or a plan of domestication under s. 180.1172.

(13) “Surviving entity" means the entity that continues in existence after or is created by a merger.

(14) “Type of entity" means a generic form of entity that is any of the following:

(a) Recognized at common law.

(b) Recognized under a governing law.

258,234 Section 234. 180.11001 of the statutes is created to read:

180.11001 Relationship of subchapter to other laws. (1) This subchapter does not authorize an act prohibited by, and does not affect the application or requirements of, law other than this subchapter.

(2) A transaction effected under this subchapter may not create or impair a right, duty, or obligation of a person under the law of this state, other than this subchapter, relating to a change in control, takeover, business combination, control-share acquisition, or similar transaction involving a domestic constituent, acquired, or converting entity.

258,235 Section 235. 180.11002 of the statutes is created to read:

180.11002 Existing purpose. (1) Property held for a charitable purpose under the law of this state by a domestic or foreign entity immediately before a transaction under this subchapter becomes effective may not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred. An entity that is or plans to be engaged in a transaction covered by this subchapter may apply to the circuit court for a determination regarding the transaction's compliance with cy pres or other law dealing with nondiversion of charitable assets.

(2) A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to a merging entity which is not the surviving entity and that takes effect or remains payable after the merger inures to the surviving entity.

(3) A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the surviving entity under this section.

258,236 Section 236. 180.11003 of the statutes is created to read:

180.11003 Nonexclusivity. The fact that a transaction under this subchapter produces a certain result does not preclude the same result from being accomplished in any other manner permitted by law other than this subchapter.

258,237 Section 237. 180.11004 of the statutes is created to read:

180.11004 Reference to external facts. A plan may refer to facts ascertainable outside the plan if the manner in which the facts will operate upon the plan is specified in the plan. The facts may include the occurrence of an event or a determination or action by a person, whether or not the event, determination, or action is within the control of a party to the transaction.

258,238 Section 238. 180.1101 (title) of the statutes is amended to read:

180.1101 (title) Merger authorized.

258,239 Section 239. 180.1101 (1) of the statutes is amended to read:

180.1101 (1) One or more domestic corporations may merge with or into one or more other business constituent entities if the board of directors of each corporation, by resolution adopted by each board, approves a plan of merger and, if required by s. 180.1103, its shareholders also approve the plan of merger, and pursuant to ss. 180.1101, 180.11012, and 180.11031 to 180.1106 and a plan of merger if the merger is permitted under the applicable governing law of the jurisdiction that governs each other business constituent entity that is a party to the merger and each such business constituent entity approves the plan of merger in the manner required by the laws applicable to the business entity its governing law.

258,240 Section 240. 180.1101 (2) of the statutes is renumbered 180.11012 (1), and 180.11012 (1) (intro.), (a) and (c), as renumbered, are amended to read:

180.11012 (1) (intro.) The A plan of merger shall set forth must be in a record and contain all of the following:

(a) The As to each constituent entity, its name, form type of business entity, and identity of the jurisdiction governing each business entity planning to merge and the name, form of business entity, and identity of the jurisdiction of the surviving business entity into which each other business entity plans to merge law.

(c) The manner and basis of converting the shares or other interests in each business constituent entity that is a party to the merger into shares, interests, securities, or obligations, or other securities of the surviving business entity or any other business entity or into cash or other property in whole or part, rights to acquire such interests or securities, money, other property, or any combination of the foregoing.

258,241 Section 241. 180.1101 (2m) of the statutes is created to read:

180.1101 (2m) One or more other domestic or foreign entities may merge with or into a domestic corporation pursuant to ss. 180.1101, 180.11012, and 180.11031 to 180.1106 and a plan of merger if the merger is permitted under the governing law of each constituent entity and each constituent entity approves the plan of merger in the manner required by its governing law.

258,242 Section 242. 180.1101 (3) (intro.) and (b) of the statutes are consolidated, renumbered 180.11012 (2) and amended to read:

180.11012 (2) The In addition to the requirements of sub. (1), a plan of merger may set forth any of the following: (b) Other provisions contain any other provision relating to the merger and not prohibited by law.