SB566: Bill Text

SB566,224,12 180.1102 (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.

SB566,248 Section 248 . 180.1102 (1m) of the statutes is created to read:

SB566,224,18 180.1102 (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.

SB566,249 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:

SB566,224,22 180.11021 (1) (intro.) The plan of share interest exchange shall set forth must be in a record and contain all of the following:

SB566,224,25 (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.

SB566,225,5 (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.

SB566,250 Section 250. 180.1102 (2m) of the statutes is created to read:

SB566,225,11 180.1102 (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.

SB566,251 Section 251. 180.1102 (3) of the statutes is renumbered 180.11021 (3) and amended to read:

SB566,225,16 180.11021 (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.

SB566,252 Section 252. 180.1102 (4) of the statutes is renumbered 180.11021 (4) and amended to read:

SB566,225,21 180.11021 (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.

SB566,253 Section 253. 180.11021 (title) of the statutes is created to read:

SB566,225,23 180.11021 (title) Plan of interest exchange.

SB566,254 Section 254. 180.11021 (1) (d) and (e) of the statutes are created to read:

SB566,226,3 180.11021 (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.

SB566,226,5 (e) Any other matters required under the governing law of any constituent entity.

SB566,255 Section 255. 180.1103 (title) of the statutes is repealed.

SB566,256 Section 256. 180.1103 (1) of the statutes is renumbered 180.11032 (1) and amended to read:

SB566,226,14 180.11032 (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.

SB566,257 Section 257. 180.1103 (2) of the statutes is renumbered 180.11032 (2) and amended to read:

SB566,226,22 180.11032 (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.

SB566,258 Section 258. 180.1103 (3) of the statutes is renumbered 180.11032 (3) and amended to read:

SB566,227,6 180.11032 (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.

SB566,259 Section 259. 180.1103 (4) (intro.) and (a) of the statutes are renumbered 180.11032 (4) (intro.) and (a).

SB566,260 Section 260. 180.1103 (4) (b) of the statutes is renumbered 180.11032 (4) (b) and amended to read:

SB566,227,13 180.11032 (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.

SB566,261 Section 261. 180.1103 (5) (title) and (a) of the statutes are renumbered 180.11032 (5) (title) and (a).

SB566,262 Section 262. 180.1103 (5) (b) of the statutes is renumbered 180.11032 (5) (b) and amended to read:

SB566,227,20 180.11032 (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:

SB566,227,23 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.

SB566,228,2 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.

SB566,228,8 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.

SB566,228,14 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.

SB566,263 Section 263. 180.1103 (6) of the statutes is repealed.

SB566,264 Section 264. 180.11031 of the statutes is created to read:

SB566,228,21 180.11031 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.

SB566,229,3 (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.

SB566,229,13 (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:

SB566,229,14 (a) The name of each constituent entity.

SB566,229,16 (b) The amendment to or the abandonment of the articles of merger or interest exchange.

SB566,229,18 (c) A statement that the amendment or abandonment was approved in accordance with this section.

SB566,229,21 (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.

SB566,265 Section 265. 180.11032 (title) of the statutes is created to read:

SB566,229,24 180.11032 (title) Approval requirements and procedures applicable to domestic corporations in mergers and interest exchanges.

SB566,266 Section 266. 180.1104 (1) of the statutes is amended to read:

SB566,230,7 180.1104 (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.

SB566,267 Section 267. 180.1104 (2) (intro.) and (b) of the statutes are amended to read:

SB566,230,10 180.1104 (2) (intro.) The board of directors of the domestic parent corporation shall adopt a plan of merger that sets forth all of the following:

SB566,230,14 (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.

SB566,268 Section 268. 180.1104 (3) of the statutes is amended to read:

SB566,230,18 180.1104 (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.

SB566,269 Section 269. 180.1104 (4) of the statutes is amended to read:

SB566,230,23 180.1104 (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.

SB566,270 Section 270. 180.11045 (1) (a) of the statutes is amended to read:

SB566,231,4 180.11045 (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.

SB566,271 Section 271. 180.1105 (title) of the statutes is amended to read:

SB566,231,6 180.1105 (title) Articles of merger or share interest exchange.

SB566,272 Section 272. 180.1105 (1) (intro.) of the statutes is amended to read:

SB566,231,16 180.1105 (1) (intro.) Except as provided in s. 180.1104 (4), after a plan of merger or share interest exchange is has been approved by the shareholders of the corporation, or adopted by the board of directors if shareholder approval is not required, and by each other business entity that is a party to the merger in the manner required by the laws applicable to the business entity, the surviving or acquiring business entity with respect to each constituent entity in accordance with its governing law, the constituent entities shall deliver, or cause to be delivered, to the department for filing articles of merger or share interest exchange setting forth all of the following:

SB566,273 Section 273. 180.1105 (1) (am) of the statutes is amended to read:

SB566,231,21 180.1105 (1) (am) The effective date and time of the merger or share interest exchange, if the merger or share interest exchange is to take effect at a time other than the close of business on the date of filing the articles of merger, as provided under s. 180.0123.

SB566,274 Section 274. 180.1105 (1) (bm) of the statutes is amended to read:

SB566,232,2 180.1105 (1) (bm) The name and state of incorporation of each corporation that is a party to the merger or share exchange, type of entity, and governing law of each constituent entity of the merger, or, if an interest exchange, the name of the acquiring and acquired entities.

SB566,275 Section 275. 180.1105 (1) (cm) of the statutes is amended to read:

SB566,232,10 180.1105 (1) (cm) A In the case of a merger, a statement that a plan of merger or share exchange has been approved and adopted by each corporation that is a party to the merger or share exchange as required under s. 180.1103 or 180.1104, as applicable constituent entity in accordance with its governing law, and, in the case of an interest exchange, a statement that a plan of interest exchange has been approved by the acquired and acquiring entities in accordance with their respective governing laws.

SB566,276 Section 276. 180.1105 (1) (dm) of the statutes is amended to read:

SB566,232,15 180.1105 (1) (dm) The In the case of a merger, the name, type of entity, and governing law of the surviving or acquiring corporation entity and, if the surviving entity is created by the merger, a statement to that effect, and, in the case of an interest exchange, the name, type of entity, and governing law of the acquiring entity.

SB566,277 Section 277. 180.1105 (1) (e) of the statutes is amended to read:

SB566,232,24 180.1105 (1) (e) In the case of a merger, if the surviving entity preexists the merger, any amendments in the articles of incorporation of the surviving corporation that are intended by the parties to the merger to take effect upon the merger or, if there are no such amendments, a statement that the articles of incorporation of the surviving corporation or another corporation that is a party to the merger will be the articles of incorporation of the surviving corporation to its organizational documents that are to be in a public record under its governing law immediately after the merger becomes effective or, if there are no such amendments, a statement to that effect.

SB566,278 Section 278. 180.1105 (1) (em) and (er) of the statutes are created to read:

SB566,233,4 180.1105 (1) (em) In the case of a merger, if the surviving entity is to be created in the merger, any of its organizational documents under s. 180.11012 (1) (d) that are to be in a public record under its governing law or, if there are no such amendments, a statement to that effect.

SB566,233,8 (er) In the case of an interest exchange, any amendments to the organizational documents of the acquired or acquiring entity under s. 180.11021 (1) (a) to (e) that are to be in a public record under their respective governing laws or, if there are no such amendments, a statement to that effect.

SB566,279 Section 279. 180.1105 (1) (f) of the statutes is amended to read:

SB566,233,12 180.1105 (1) (f) A statement that the executed plan of merger or share interest exchange is on file at the principal place of business of the surviving or acquiring corporation entity.

SB566,280 Section 280. 180.1105 (1) (g) of the statutes is amended to read:

SB566,233,21 180.1105 (1) (g) A statement that upon request the surviving or acquiring corporation entity will provide a copy of the plan of merger or share interest exchange, upon request and without cost, to any shareholder of a corporation that was a party to the merger or share exchange or, upon payment to the surviving or acquiring corporation of an amount equal to the cost of producing the copy, to any other interested person that, in the case of a merger, is an interest holder of a constituent entity or, in the case of an interest exchange, was an interest holder of the acquired entity immediately prior to the interest exchange.

SB566,281 Section 281 . 180.1105 (1) (h) of the statutes is repealed.

SB566,282 Section 282. 180.1105 (1) (i) of the statutes is renumbered 180.1105 (1m) and amended to read:

SB566,234,6 180.1105 (1m) Other In addition to the requirements of sub. (1), articles of merger or interest exchange may contain any other provisions relating to the merger or interest exchange, as determined by the surviving business entity constituent entities in accordance with the plan of merger, in the case of a merger, or the acquiring entity in accordance with the plan of interest exchange, in the case of an interest exchange.

SB566,283 Section 283. 180.1105 (1g) of the statutes is created to read:

SB566,234,11 180.1105 (1g) In the case of a merger, if the surviving entity is a foreign entity that will be required to obtain authorization to transact business in this state immediately after the merger and it has not previously been authorized to do so, it shall obtain such authorization.

SB566,284 Section 284. 180.1105 (2) of the statutes is amended to read:

SB566,234,14 180.1105 (2) A merger or share interest exchange takes effect upon the effective date of the articles of merger or share interest exchange.

SB566,285 Section 285. 180.1106 (title) of the statutes is amended to read:

SB566,234,16 180.1106 (title) Effect of merger or share interest exchange.

SB566,286 Section 286. 180.1106 (1) (intro.) of the statutes is amended to read:

SB566,234,19 180.1106 (1) (intro.) All of the following occur when When a merger takes effect becomes effective, all of the following apply: