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.

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.

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.

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.

180.1101 (title) Merger authorized.

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.

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.

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.