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.
258,243
Section
243. 180.1101 (3) (a) of the statutes is repealed.
258,244
Section
244. 180.11012 (title) of the statutes is created to read:
180.11012 (title) Plan of merger.
258,245
Section
245. 180.11012 (1) (d), (e) and (f) of the statutes are created to read:
180.11012 (1) (d) If the surviving entity preexists the merger, any proposed amendments to its organizational documents that are to be in a record immediately after the merger becomes effective.
(e) If the surviving entity is to be created in the merger, any of its organizational documents that are to be in a record immediately after the merger becomes effective.
(f) Any other matters required under the governing law of any constituent entity.
258,246
Section
246. 180.1102 (title) of the statutes is amended to read:
180.1102 (title) Share
Interest exchange authorized.
258,247
Section
247. 180.1102 (1) of the statutes is amended to read:
180.1102 (1) A domestic corporation may acquire all of the outstanding shares of one or more classes or series of interests of another business
constituent entity if the board of directors of each corporation, by resolution adopted by each board, approves a plan of share exchange and, if required by s. 180.1103, its shareholders also approve the pursuant to ss. 180.1102, 180.11021, 180.11032, 180.1105, and 180.1106 and a plan of share interest exchange, and if the
share interest exchange is permitted under the applicable governing law of the jurisdiction that governs the other business entity and the other business entity approves the plan of share exchange in the manner required by the laws of the jurisdiction that governs the other business entity applicable to the corporation and the acquired entity.
258,248
Section 248
. 180.1102 (1m) of the statutes is created to read:
180.1102 (1m) All of one or more classes or series of interests of a domestic corporation may be acquired by another constituent entity pursuant to ss. 180.1102, 180.11021, 180.11032, 180.1105, and 180.1106 and a plan of interest exchange if the interest exchange is permitted under the governing law applicable to the acquiring entity and the corporation.
258,249
Section
249. 180.1102 (2) of the statutes is renumbered 180.11021 (1), and 180.11021 (1) (intro.), (a) and (c), as renumbered, are amended to read:
180.11021 (1) (intro.) The plan of share interest exchange shall set forth must be in a record and contain all of the following:
(a) The As to both the acquiring and the acquired entity, its name, form type of business entity, and identity of the jurisdiction governing the business entity whose shares will be acquired and the name of the acquiring business entity law.
(c) The manner and basis of exchanging the shares or other ownership interests to be acquired for shares, obligations or other securities of the acquiring or any other business or for cash or other property in whole or part interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing.
258,250
Section
250. 180.1102 (2m) of the statutes is created to read:
180.1102 (2m) A domestic or foreign entity may exchange interests with a domestic corporation pursuant to ss. 180.1102, 180.11021, 180.11032, 180.1105, and 180.1106 and a plan of interest exchange if the interest exchange is permitted under the governing law of each constituent entity and each constituent entity approves the plan of interest exchange in the manner required by its governing law.
258,251
Section
251. 180.1102 (3) of the statutes is renumbered 180.11021 (3) and amended to read:
180.11021 (3) The In addition to the requirements of sub. (1), a plan of share interest exchange may set forth other provisions contain any other provision relating to the exchange and not prohibited by law.
258,252
Section
252. 180.1102 (4) of the statutes is renumbered 180.11021 (4) and amended to read:
180.11021 (4) This section does not limit the power of a corporation to acquire all or part of the shares interests of one or more classes or series of another corporation constituent entity through a voluntary exchange or otherwise.
258,253
Section
253. 180.11021 (title) of the statutes is created to read:
180.11021 (title) Plan of interest exchange.
258,254
Section
254. 180.11021 (1) (d) and (e) of the statutes are created to read:
180.11021 (1) (d) Any proposed amendments to the organizational documents of the acquiring or acquired entity that will take effect when the interest exchange becomes effective.
(e) Any other matters required under the governing law of any constituent entity.
258,255
Section
255. 180.1103 (title) of the statutes is repealed.
258,256
Section
256. 180.1103 (1) of the statutes is renumbered 180.11032 (1) and amended to read:
180.11032 (1) Submit to shareholders. After adopting and approving a plan of merger or share interest exchange is approved, the board of directors of each domestic corporation that is party to the merger, and the board of directors of the domestic corporation whose shares will be acquired in the share interest exchange, shall submit the plan of merger, except as provided in sub. (5) and s. 180.11045 (2), or share interest exchange for approval by its shareholders.
258,257
Section
257. 180.1103 (2) of the statutes is renumbered 180.11032 (2) and amended to read:
180.11032 (2) Meeting notice.
The A domestic corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with s. 180.0705, except that the notice shall be given at least 20 days before the meeting date. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger or share interest exchange and shall contain or be accompanied by a copy or summary of the plan.
258,258
Section
258. 180.1103 (3) of the statutes is renumbered 180.11032 (3) and amended to read:
180.11032 (3) Required vote. Unless this chapter, the articles of incorporation or bylaws adopted under authority granted in the articles of incorporation require a greater vote or a vote by voting groups, the plan of merger or share interest exchange to be authorized shall be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.
258,259
Section
259. 180.1103 (4) (intro.) and (a) of the statutes are renumbered 180.11032 (4) (intro.) and (a).
258,260
Section
260. 180.1103 (4) (b) of the statutes is renumbered 180.11032 (4) (b) and amended to read:
180.11032 (4) (b) A plan of share
interest exchange by each class or series of shares of the domestic corporation included in the exchange, with each class or series constituting a separate voting group.
258,261
Section
261. 180.1103 (5) (title) and (a) of the statutes are renumbered 180.11032 (5) (title) and (a).
258,262
Section
262. 180.1103 (5) (b) of the statutes is renumbered 180.11032 (5) (b) and amended to read:
180.11032 (5) (b) Action by the shareholders of the surviving domestic corporation on a plan of merger is not required if all of the following conditions are satisfied:
1. The articles of incorporation of the surviving domestic corporation will not differ, except for amendments enumerated in s. 180.1002, from its articles of incorporation before the merger.
2. Each shareholder of the surviving domestic corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations and relative rights, immediately after.
3. The number of voting shares outstanding immediately after the merger, plus the number of voting shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights or warrants issued pursuant to the merger, will not exceed by more than 20 percent the total number of voting shares of the surviving domestic corporation outstanding immediately before the merger.
4. The number of participating shares outstanding immediately after the merger, plus the number of participating shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights or warrants issued pursuant to the merger, will not exceed by more than 20 percent the total number of participating shares of the surviving domestic corporation outstanding immediately before the merger.
258,263
Section
263. 180.1103 (6) of the statutes is repealed.
258,264
Section
264. 180.11031 of the statutes is created to read:
180.11031 Approval of merger or interest exchange; amendment; abandonment. (1) Subject to the governing law of each constituent, acquiring, or acquired entity, a plan of merger or interest exchange must be approved by a vote or consent of the board of directors of each domestic corporation that is a constituent entity and, if required by s. 180.11032 (1), its shareholders.
(2) Subject to the governing law of each constituent, acquiring, or acquired entity, after a plan of merger or interest exchange is approved, and at any time before a merger or interest exchange becomes effective, the constituent entities may amend the plan of merger or interest exchange or abandon the merger or interest exchange as provided in the plan of merger or interest exchange or, except as otherwise provided in the plan of merger or interest exchange, with the same vote or consent as was required to approve the plan of merger or interest exchange.
(3) If, after articles of merger or interest exchange have been delivered to the department for filing and before the merger or interest exchange becomes effective, the plan of merger or interest exchange is amended in a manner that requires an amendment to the articles of merger or interest exchange or if the merger or interest exchange is abandoned, a statement of amendment or abandonment, signed by a constituent entity, must be delivered to the department for filing before the merger or interest exchange becomes effective. When the statement of abandonment becomes effective, the merger or interest exchange is abandoned and does not become effective. The statement of amendment or abandonment must contain all of the following:
(a) The name of each constituent entity.
(b) The amendment to or the abandonment of the articles of merger or interest exchange.
(c) A statement that the amendment or abandonment was approved in accordance with this section.
(4) In addition to approval under sub. (1), a plan of merger or interest exchange must be approved by each constituent entity that is not a domestic partnership in accordance with any requirements of its governing law.
258,265
Section
265. 180.11032 (title) of the statutes is created to read:
180.11032 (title) Approval requirements and procedures applicable to domestic corporations in mergers and interest exchanges.
258,266
Section
266. 180.1104 (1) of the statutes is amended to read:
180.1104 (1) A domestic parent corporation owning at least 90 percent of the outstanding shares of each class of a subsidiary corporation or at least 90 percent of the outstanding interests of each class of any other subsidiary business entity may merge the subsidiary into the domestic parent or the domestic parent into the subsidiary without approval of the shareholders or other owners of the subsidiary and, if the conditions specified in s. 180.1302 (1) (a) 3. a. to d. are satisfied, without approval of the shareholders of the domestic parent.
258,267
Section
267. 180.1104 (2) (intro.) and (b) of the statutes are amended to read:
180.1104 (2) (intro.) The board of directors of the domestic parent corporation shall adopt a plan of merger that sets forth all of the following:
(b) The manner and basis of converting the shares or other interests of the subsidiary or domestic parent into shares, interests, obligations, or other securities of the surviving business entity or any other business entity or into cash or other property in whole or part.
258,268
Section
268. 180.1104 (3) of the statutes is amended to read:
180.1104 (3) The domestic parent shall mail a copy or summary of the plan of merger to each shareholder or other owner of the merging business entity who does not waive the mailing requirement in writing.
258,269
Section
269. 180.1104 (4) of the statutes is amended to read:
180.1104 (4) The domestic parent may not deliver articles of merger to the department for filing until at least 10 days after the date on which it mailed a copy of the plan of merger to each shareholder or other owner of the merging business entity who did not waive the mailing requirement.
258,270
Section
270. 180.11045 (1) (a) of the statutes is amended to read:
180.11045 (1) (a) “Holding company" means a domestic corporation that issues shares under sub. (2) (b) and that, during the period beginning with its incorporation and ending with the effective time of a merger under this section, was at all times a wholly owned subsidiary of the parent corporation that is party to the merger.
