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 HistoryHistory: 1989 a. 303; 1991 a. 39.
180.1144180.1144Relationship 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 HistoryHistory: 1989 a. 303; 1991 a. 39.
180.1150180.1150Control 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.