Chapter 180

180.1141(2)(c)2. 2. The form of consideration to be received by holders of each particular class or series of outstanding stock in the business combination is in cash or, if the interested stockholder previously acquired shares of that class or series, the same form as the interested stockholder previously used to acquire the largest number of shares of that class or series.

180.1141(2)(d) (d) The business combination is a business combination as described in s. 180.1143 (1), (2), (3) or (4).

180.1141 History History: 1989 a. 303; 1991 a. 39.

180.1142 180.1142 Determining market value and control.

180.1142(1) (1) For purposes of ss. 180.1140 to 180.1144, the market value of stock or property other than cash or stock is determined as follows:

180.1142(1)(a) (a) In the case of stock, by:

180.1142(1)(a)1. 1. The highest closing sale price during the 30 days immediately before the date in question of a share of that class or series of stock on the composite tape for stocks listed on the New York stock exchange, or, if that class or series of stock is not quoted on the composite tape or if that class or series of stock is not listed on the New York stock exchange, on the principal U.S. securities exchange registered under the exchange act on which that class or series of stock is listed.

180.1142(1)(a)2. 2. If that class or series of stock is not listed on an exchange described in subd. 1., the highest closing bid quotation for a share of that class or series of stock during the 30 days immediately before the date in question on the National Association of Securities Dealers automated quotation system, or any similar system then in use.

180.1142(1)(a)3. 3. If no quotations described in subd. 2. are available, the fair market value on the date in question of a share of that class or series of stock as determined in good faith by the board of directors of the resident domestic corporation.

180.1142(1)(b) (b) In the case of property other than cash or stock, the fair market value of the property on the date in question as determined in good faith by the board of directors of the resident domestic corporation.

180.1142(2) (2) For purposes of ss. 180.1140 to 180.1144, a person’s beneficial ownership of at least 10 percent of the voting power of a corporation’s outstanding voting stock creates a presumption that the person has control of the corporation.

180.1142 History History: 1989 a. 303; 1991 a. 39.

180.1143 180.1143 Exclusions from business combination restrictions. Sections 180.1140 to 180.1144 do not apply to any of the following:

180.1143(1) (1) Unless the articles of incorporation provide otherwise, a business combination of a resident domestic corporation with an interested stockholder if the resident domestic corporation did not have a class of voting stock registered or traded on a national securities exchange or registered under section 12 (g) of the exchange act on the interested stockholder’s stock acquisition date.

180.1143(2) (2) Unless the articles of incorporation provide otherwise, a business combination with an interested stockholder who was an interested stockholder immediately before September 10, 1987, unless subsequently the interested stockholder increased its beneficial ownership of the voting power of the outstanding voting stock of the resident domestic corporation to a proportion in excess of the proportion of voting power that the interested stockholder beneficially owned immediately before September 10, 1987, excluding an increase approved by the board of directors of the resident domestic corporation before the increase occurred.

180.1143(3) (3) A business combination of a resident domestic corporation with an interested stockholder which became an interested stockholder inadvertently, if the interested stockholder satisfies all of the following:

180.1143(3)(a) (a) As soon as practicable divests itself of a sufficient amount of the voting stock of the resident domestic corporation so that the interested stockholder is no longer the beneficial owner of at least 10 percent of the voting power of the outstanding voting stock of the resident domestic corporation, or a subsidiary of that resident domestic corporation.

180.1143(3)(b) (b) Would not at any time within the 3 years before the announcement date with respect to the business combination in question have been an interested stockholder except for the inadvertent acquisition.

180.1143(4) (4) A business combination of a resident domestic corporation with an interested stockholder which was an interested stockholder immediately before September 10, 1987, and inadvertently increased its beneficial ownership of the voting power of the outstanding voting stock of the resident domestic corporation to a proportion in excess of the proportion of voting power that the interested stockholder beneficially owned immediately before September 10, 1987, if the interested stockholder divests itself of a sufficient amount of voting stock so that the interested stockholder is no longer the beneficial owner of a proportion of the voting power in excess of the proportion of voting power that the interested stockholder held immediately before September 10, 1987.

180.1143 History History: 1989 a. 303; 1991 a. 39.

180.1144 180.1144 Relationship to other laws.

180.1144(1) (1) The requirements of ss. 180.1140 to 180.1144 are in addition to the requirements of other applicable law, including the other provisions of this chapter, and any additional requirements contained in the articles of incorporation or bylaws of a resident domestic corporation with respect to business combinations.

180.1144(2) (2) For purposes of applying ss. 180.1140 to 180.1144, if any other provision of this chapter is inconsistent with, in conflict with or contrary to ss. 180.1140 to 180.1144, that provision does not apply to the extent that it is inconsistent with, in conflict with or contrary to ss. 180.1140 to 180.1144.

180.1144 History History: 1989 a. 303; 1991 a. 39.

180.1150 180.1150 Control share voting restrictions.

180.1150(1) (1) In this section:

180.1150(1)(b) (b) “Person” includes 2 or more individuals or persons acting as a group for the purpose of acquiring or holding securities of a resident domestic corporation, but does not include a bank, broker, nominee, trustee or other person that acquires or holds shares in the ordinary course of business for others in good faith and not for the purpose of avoiding this section unless the person may exercise or direct the exercise of votes with respect to the shares at a meeting of shareholders without further instruction from another.

180.1150(1)(c) (c) “Resident domestic corporation” has the meaning given in s. 180.1130 (10m).

180.1150(2) (2) Unless otherwise provided in the articles of incorporation of a resident domestic corporation or otherwise specified by the board of directors of the resident domestic corporation in accordance with s. 180.0824 (3), and except as provided in sub. (3) or as restored under sub. (5), the voting power of shares of a resident domestic corporation held by any person, including shares issuable upon conversion of convertible securities or upon exercise of options or warrants, in excess of 20 percent of the voting power in the election of directors shall be limited to 10 percent of the full voting power of those shares.

180.1150(3) (3) Shares of a resident domestic corporation held, acquired or to be acquired in any of the following circumstances are excluded from the application of this section:

180.1150(3)(a) (a) Shares acquired before April 22, 1986.

180.1150(3)(b) (b) Shares acquired under an agreement entered into before April 22, 1986.

180.1150(3)(c) (c) Shares acquired by a donee under an inter vivos gift not made to avoid this section or by a distributee as defined in s. 851.07.

180.1150(3)(d) (d) Shares acquired under a collateral pledge or security agreement, or similar instrument, not created to avoid this section.

180.1150(3)(e) (e) Shares acquired under ss. 180.1101 to 180.1106 if the resident domestic corporation is a party to the merger or interest exchange.

180.1150(3)(f) (f) Shares acquired from the resident domestic corporation.

180.1150(3)(g) (g) Shares acquired under an agreement entered into at a time when the resident domestic corporation was neither a resident domestic corporation nor an issuing public corporation under s. 180.1150 (1) (a), 1995 stats.

180.1150(3)(i) (i) Shares acquired in a transaction incident to which the shareholders of the resident domestic corporation have voted under sub. (5) to approve the person’s resolution delivered under sub. (4) to restore the full voting power of all of that person’s shares.

180.1150(4) (4) A person desiring a shareholder vote under sub. (5) shall deliver to the resident domestic corporation at its principal office a form of shareholder resolution with an accompanying notice containing all of the following:

180.1150(4)(a) (a) The identity of the person.

180.1150(4)(b) (b) A statement that the resolution and notice are submitted under this section.

180.1150(4)(c) (c) The number of shares of the resident domestic corporation owned by the person of record and beneficially under the meaning prescribed in rule 13d-3 under the securities exchange act of 1934.

180.1150(4)(d) (d) A specification of the voting power the person has acquired or proposes to acquire for which shareholder approval is sought.

180.1150(4)(e) (e) The circumstances, terms and conditions under which shares representing in excess of 20 percent of the voting power were acquired or are proposed to be acquired, set forth in reasonable detail, including the source of funds or other consideration and other details of the financial arrangements of the transactions.

180.1150(4)(f) (f) If shares representing in excess of 20 percent of the voting power were acquired or are proposed to be acquired for the purpose of gaining control of the resident domestic corporation, the terms of the proposed acquisition, including but not limited to the source of funds or other consideration and the material terms of the financial arrangements for the acquisition, any plans or proposals of the person to liquidate the resident domestic corporation, to sell all or substantially all of its assets, or merge it or exchange its interests with any other person, to change the location of its principal office or of a material portion of its business activities, to change materially its management or policies of employment, to alter materially its relationship with suppliers or customers or the communities in which it operates, or make any other material change in its business, corporate structure, management or personnel, and such other material information as would affect the decision of a shareholder with respect to voting on the resolution.

180.1150(5) (5) 

180.1150(5)(a) (a) Within 10 days after receipt of a resolution and notice under sub. (4), the directors of the resident domestic corporation shall fix a date for a special meeting of the shareholders to vote on the resolution. The meeting shall be held no later than 50 days after receipt of the resolution and notice under sub. (4), unless the person agrees to a later date, and no sooner than 30 days after receipt of the resolution and notice, if the person so requests in writing when delivering the resolution and notice.

180.1150(5)(b) (b) The notice of the meeting shall include a copy of the resolution and notice delivered under sub. (4) and a statement by the directors of their position or lack of position on the resolution.

180.1150(5)(c) (c) Regular voting power is restored if at the meeting called under par. (a) at which a quorum is present a majority of the voting power of shares represented at the meeting and entitled to vote on the subject matter approve the resolution.

180.1150(5)(d) (d) A resident domestic corporation is not required to hold more than 2 meetings under par. (a) in any 12-month period with respect to resolutions and notices presented by the same person unless the person pays to the corporation, in advance of the 3rd or subsequent such meeting the reasonable expenses of the meeting including, without limitation, fees and expenses of counsel, as estimated in good faith by the board of directors of the resident domestic corporation and communicated in writing to the person within 10 days after receipt of a 3rd or subsequent resolution and notice from the person. In such event, notwithstanding par. (a), the directors may fix a date for the meeting within 10 days after receipt of payment in full of such estimated expenses rather than within 10 days after receipt of the resolution and notice.

180.1150(6) (6) Any sale or other disposition of shares by a person holding both shares having full voting power and shares having voting power limited under sub. (2) shall be deemed to reduce the number of shares having limited voting power until such shares are exhausted.

180.1150(7) (7) A corporation that is not a resident domestic corporation may elect, by express provision in its articles of incorporation, to be subject to this section as if it were a resident domestic corporation unless its articles of incorporation contain a provision stating that the corporation is a close corporation under ss. 180.1801 to 180.1837.

180.1150 History History: 1989 a. 303; 1995 a. 336; 1997 a. 27; 2001 a. 44; 2005 a. 476; 2021 a. 258.

180.1161 180.1161 Conversion.

180.1161(1) (1) 

180.1161(1)(a) (a) A domestic corporation may convert to another type of domestic entity, or to any type of foreign entity, pursuant to this section and a plan of conversion if the conversion is permitted under the governing law of the converting entity and the governing law that is to apply to the converted entity.

180.1161(1)(b) (b) In addition to satisfying any applicable requirements of the governing law of the converting entity and that relate to the submission and approval of a plan of conversion, the domestic corporation shall comply with the procedures that govern a plan of merger under ss. 180.11031 and 180.11032 for the submission and approval of a plan of conversion.

180.1161(2) (2) 

180.1161(2)(a) (a) A foreign or domestic entity, other than a domestic corporation, may convert to a domestic corporation pursuant to this section and a plan of conversion if the conversion is permitted under the governing law of the converting entity and the converted entity will satisfy the definition of a corporation under this chapter immediately after the conversion.

180.1161(2)(b) (b) An entity converting into a domestic corporation shall comply with the procedures that govern the submission and approval of a plan of conversion of the governing law of such entity.

180.1161(3) (3) A plan of conversion must be in a record and contain all of the following:

180.1161(3)(a) (a) The name, type of entity, and governing law of the converting entity.

180.1161(3)(b) (b) The name, type of entity, and governing law of the converted entity.

180.1161(3)(c) (c) The terms and conditions of the conversion.

180.1161(3)(d) (d) The manner and basis of converting the interests, securities, or obligations of the converting entity into interests, securities, or obligations of the converted entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing.

180.1161(3)(e) (e) The effective date and time of the conversion, if the conversion is to be effective other than at the close of business on the date of filing the articles of conversion, as provided under s. 180.0123.

180.1161(3)(f) (f) The organizational documents of the converted entity that are to be in a record immediately after the conversion becomes effective.

180.1161(3)(g) (g) Any other matters required by the governing law of the converting entity.

180.1161(3m) (3m) In addition to the requirements of sub. (3), a plan of conversion may contain any other provision relating to the conversion and not prohibited by law.

180.1161(4) (4) When a conversion is effective, all of the following apply:

180.1161(4)(a) (a)

180.1161(4)(a)1. 1. The converting entity continues its existence in the form of the converted entity and is the same entity that existed before the conversion, except that the converting entity is no longer subject to the governing law that applied prior to the conversion and is subject to the governing law of the converted entity.

180.1161(4)(a)2. 2.

180.1161(4)(a)2.a. a. Except as provided in this subdivision, no interest holder shall have interest holder liability with respect to the converting or converted entity.

180.1161(4)(a)2.b. b. If, under the governing law of the converting entity, one or more of the interest holders thereof had interest holder liability prior to the conversion with respect to the converting entity, such interest holder or holders shall continue to have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the converting entity that accrued during the period or periods in which such interest holder or holders had such interest holder liability.

180.1161(4)(a)2.c. c. If, under the governing law of the converted entity, one or more of the interest holders thereof will have interest holder liability after the conversion with respect to the converted entity, such interest holder or holders will have such liability and any associated contribution and other rights to the extent provided in such governing law with respect to the debts, obligations, and other liabilities of the converted entity that accrue after the conversion.

180.1161(4)(a)2.d. d. This subdivision does not affect liability under any taxation laws.

180.1161(4)(b) (b) The converted entity has all debts, obligations, and other liabilities of the converting entity.

180.1161(4)(c) (c) The title to all property owned by the converting entity is vested in the converted entity without transfer, reversion, or impairment.

180.1161(4)(d) (d) The organizational documents of the converted entity are as provided in the plan of conversion and, to the extent such organizational documents are to be reflected in a public record, as provided in the articles of conversion.

180.1161(4)(e) (e) All other provisions of the plan of conversion apply.

180.1161(4)(f) (f) The interests of the converting entity that are to be converted into interests, securities, or obligations of the surviving entity, rights to acquire such interests or securities, money, other property, or any combination of the foregoing, are converted as provided in the plan of conversion, and the former interest holders of the converting entity are entitled only to the rights provided in the plan of conversion or to their rights, if any, under ss. 178.1161, 179.1161, 180.0301 to 180.1331, 181.1180, or 183.1061 or otherwise under the governing law of the converting entity. All other terms and conditions of the conversion also take effect.

180.1161(4)(g) (g) Except as prohibited by other law or as otherwise provided in the articles and plan of conversion, all of the rights, privileges, immunities, powers, and purposes of the converting entity vest in the converted entity.

180.1161(4)(h) (h) Except as otherwise provided in the articles and plan of conversion, if the converting entity is a partnership, limited liability company, or other entity subject to dissolution under its governing law, the conversion does not dissolve the converting entity for the purposes of its governing law.

180.1161(5) (5) 

180.1161(5)(am) (am) After the converting entity has approved a plan of conversion in accordance with its governing law, the converting entity shall deliver, or cause to be delivered, to the department for filing articles of conversion that include all of the following:

180.1161(5)(am)1. 1. The name, type of entity, and governing law of the converting entity.

180.1161(5)(am)2. 2. The name, type of entity, and governing law of the converted entity.

180.1161(5)(am)3. 3. A statement that the plan of conversion was approved and approved in accordance with its governing law.