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.

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.

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.

(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.

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

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.

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.

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.

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.