Chapter 180

180.1326(2) (2) If after returning deposited certificates and releasing transfer restrictions, the issuer corporation effectuates the corporate action, the corporation shall deliver a new dissenters’ notice under s. 180.1322 and repeat the payment demand procedure.

180.1326 History History: 1989 a. 303.

180.1327 180.1327 After-acquired shares.

180.1327(1) (1) A corporation may elect to withhold payment required by s. 180.1325 from a dissenter unless the dissenter was the beneficial owner of the shares before the date specified in the dissenters’ notice under s. 180.1322 (2) (c) as the date of the first announcement to news media or to shareholders of the terms of the proposed corporate action.

180.1327(2) (2) To the extent that the corporation elects to withhold payment under sub. (1) after effectuating the corporate action, it shall estimate the fair value of the shares, plus accrued interest, and shall pay this amount to each dissenter who agrees to accept it in full satisfaction of his or her demand. The corporation shall send with its offer a statement of its estimate of the fair value of the shares, an explanation of how the interest was calculated, and a statement of the dissenter’s right to demand payment under s. 180.1328 if the dissenter is dissatisfied with the offer.

180.1327 History History: 1989 a. 303.

180.1328 180.1328 Procedure if dissenter dissatisfied with payment or offer.

180.1328(1) (1) A dissenter may, in the manner provided in sub. (2), notify the corporation of the dissenter’s estimate of the fair value of his or her shares and amount of interest due, and demand payment of his or her estimate, less any payment received under s. 180.1325, or reject the offer under s. 180.1327 and demand payment of the fair value of his or her shares and interest due, if any of the following applies:

180.1328(1)(a) (a) The dissenter believes that the amount paid under s. 180.1325 or offered under s. 180.1327 is less than the fair value of his or her shares or that the interest due is incorrectly calculated.

180.1328(1)(b) (b) The corporation fails to make payment under s. 180.1325 within 60 days after the date set under s. 180.1322 for demanding payment.

180.1328(1)(c) (c) The issuer corporation, having failed to effectuate the corporate action, does not return the deposited certificates or release the transfer restrictions imposed on uncertificated shares within 60 days after the date set under s. 180.1322 for demanding payment.

180.1328(2) (2) A dissenter waives his or her right to demand payment under this section unless the dissenter notifies the corporation of his or her demand under sub. (1) in writing within 30 days after the corporation made or offered payment for his or her shares. The notice shall comply with s. 180.0141.

180.1328 History History: 1989 a. 303.

180.1328 Annotation When payment is made by check, the payment date under sub. (2) is the date the payee receives the check. Kohler Co. v. Sogen International Fund, Inc., 2000 WI App 60, 233 Wis. 2d 592, 608 N.W.2d 746, 99-0960.

180.1330 180.1330 Court action.

180.1330(1) (1) If a demand for payment under s. 180.1328 remains unsettled, the corporation shall bring a special proceeding within 60 days after receiving the payment demand under s. 180.1328 and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not bring the special proceeding within the 60-day period, it shall pay each dissenter whose demand remains unsettled the amount demanded.

180.1330(2) (2) The corporation shall bring the special proceeding in the circuit court for the county where its principal office or, if none in this state, its registered office is located. If the corporation is a foreign corporation without a registered office in this state, it shall bring the special proceeding in the county in this state in which was located the registered office of the issuer corporation that merged with or whose interests were acquired by the foreign corporation.

180.1330(3) (3) The corporation shall make all dissenters, whether or not residents of this state, whose demands remain unsettled parties to the special proceeding. Each party to the special proceeding shall be served with a copy of the petition as provided in s. 801.14.

180.1330(4) (4) The jurisdiction of the court in which the special proceeding is brought under sub. (2) is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend decision on the question of fair value. An appraiser has the power described in the order appointing him or her or in any amendment to the order. The dissenters are entitled to the same discovery rights as parties in other civil proceedings.

180.1330(5) (5) Each dissenter made a party to the special proceeding is entitled to judgment for any of the following:

180.1330(5)(a) (a) The amount, if any, by which the court finds the fair value of his or her shares, plus interest, exceeds the amount paid by the corporation.

180.1330(5)(b) (b) The fair value, plus accrued interest, of his or her shares acquired on or after the date specified in the dissenter’s notice under s. 180.1322 (2) (c), for which the corporation elected to withhold payment under s. 180.1327.

180.1330 History History: 1989 a. 303; 2021 a. 258.

180.1330 Annotation Because this section does not provide for different procedures, all procedural mechanisms under chs. 801 to 847 are available in an action under this section. Kohler Co. v. Sogen International Fund, Inc., 2000 WI App 60, 233 Wis. 2d 592, 608 N.W.2d 746, 99-0960.

180.1330 Annotation Subs. (2) and (4) establish a rule of venue applicable within Wisconsin’s judicial system and do not attempt to block corporations from using federal diversity jurisdiction. Albert Trostel & Son v. Edward Notz, 679 F.3d 627 (2012).

180.1331 180.1331 Court costs and counsel fees.

180.1331(1) (1) 

180.1331(1)(a) (a) Notwithstanding ss. 814.01 to 814.04, the court in a special proceeding brought under s. 180.1330 shall determine all costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court and shall assess the costs against the corporation, except as provided in par. (b).

180.1331(1)(b) (b) Notwithstanding ss. 814.01 and 814.04, the court may assess costs against all or some of the dissenters, in amounts that the court finds to be equitable, to the extent that the court finds the dissenters acted arbitrarily, vexatiously or not in good faith in demanding payment under s. 180.1328.

180.1331(2) (2) The parties shall bear their own expenses of the proceeding, except that, notwithstanding ss. 814.01 to 814.04, the court may also assess the fees and expenses of counsel and experts for the respective parties, in amounts that the court finds to be equitable, as follows:

180.1331(2)(a) (a) Against the corporation and in favor of any dissenter if the court finds that the corporation did not substantially comply with ss. 180.1320 to 180.1328.

180.1331(2)(b) (b) Against the corporation or against a dissenter, in favor of any other party, if the court finds that the party against whom the fees and expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by this chapter.

180.1331(3) (3) Notwithstanding ss. 814.01 to 814.04, if the court finds that the services of counsel and experts for any dissenter were of substantial benefit to other dissenters similarly situated, the court may award to these counsel and experts reasonable fees to be paid out of the amounts awarded the dissenters who were benefited.

180.1331 History History: 1989 a. 303.

subch. XIV of ch. 180 SUBCHAPTER XIV

DISSOLUTION

180.1401 180.1401 Dissolution before issuance of shares.

180.1401(1) (1) The incorporators or the board of directors of a corporation that has not issued shares may authorize the dissolution of the corporation.

180.1401(2) (2) At any time after dissolution is authorized under sub. (1), the corporation may dissolve by delivering to the department for filing articles of dissolution that include all of the following:

180.1401(2)(a) (a) The name of the corporation.

180.1401(2)(b) (b) The date of its incorporation.

180.1401(2)(c) (c) A statement that none of the corporation’s shares has been issued.

180.1401(2)(d) (d) A statement that no debt of the corporation remains unpaid.

180.1401(2)(e) (e) A statement that the incorporators or the board of directors, specifying which, authorized the dissolution in accordance with this section.

180.1401(3) (3) A corporation is dissolved under this section on the effective date of its articles of dissolution.

180.1401 History History: 1989 a. 303; 1995 a. 27.

180.1402 180.1402 Dissolution by board of directors and shareholders.

180.1402(1) (1) 

180.1402(1)(a) (a) A corporation’s board of directors may propose dissolution for submission to the shareholders.

180.1402(1)(b) (b) The board of directors may condition its submission of the proposal for dissolution on any basis.

180.1402(2) (2) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with s. 180.0705, except the notice shall state that the purpose, or one of the purposes, of the meeting is to consider and to act upon dissolving the corporation.

180.1402(3) (3) Unless this chapter, the articles of incorporation, bylaws adopted under authority granted in the articles of incorporation or, acting under sub. (1) (b), the board of directors requires a greater vote or a vote by voting groups, the proposal to dissolve is adopted if approved by a majority of all the votes entitled to be cast on the proposal. Dissolution is authorized upon adoption of the proposal.

180.1402 History History: 1989 a. 303; 1991 a. 16.

180.1403 180.1403 Articles of dissolution for dissolution under s. 180.1402.

180.1403(1) (1) At any time after dissolution is authorized under s. 180.1402, the corporation may dissolve by delivering to the department for filing articles of dissolution that include all of the following:

180.1403(1)(a) (a) The name of the corporation.

180.1403(1)(b) (b) The date on which dissolution was authorized.

180.1403(1)(c) (c) A statement that dissolution was authorized in accordance with s. 180.1402.

180.1403(1)(d) (d) If the corporation is to retain the exclusive use of its name for less than 120 days after the effective date of its articles of dissolution, as provided in s. 180.1405 (3), a statement specifying the shorter period.

180.1403(2) (2) A corporation is dissolved under this section on the effective date of its articles of dissolution.

180.1403 History History: 1989 a. 303; 1995 a. 27.

180.1404 180.1404 Revocation of dissolution.

180.1404(1) (1) A corporation may revoke its dissolution authorized under s. 180.1401 or 180.1402, within 120 days after the effective date of the dissolution.

180.1404(2) (2) Revocation of dissolution shall be authorized in the same manner that the dissolution was authorized, except the board of directors may revoke the dissolution if any of the following applies:

180.1404(2)(a) (a) The dissolution was authorized by the incorporators under s. 180.1401.

180.1404(2)(b) (b) The authorization of dissolution permits revocation by action of the board of directors alone, without shareholder action.

180.1404(3) (3) After the revocation of dissolution is authorized, the corporation may revoke the dissolution by delivering to the department for filing articles of revocation of dissolution, together with a copy of its articles of dissolution, that include all of the following:

180.1404(3)(a) (a) The name of the corporation.

180.1404(3)(b) (b) The effective date of the dissolution that is revoked.

180.1404(3)(c) (c) The date that the revocation of dissolution was authorized.

180.1404(3)(d) (d) A statement that the revocation of dissolution was authorized in the same manner as the dissolution or that the revocation of dissolution was authorized by the board of directors under sub. (2) (a) or (b).

180.1404(4) (4) On the effective date of the articles of revocation of dissolution, the revocation of dissolution shall relate back to and take effect as of the effective date of the dissolution, and the corporation may resume carrying on its business as if dissolution had never occurred.

180.1404 History History: 1989 a. 303; 1995 a. 27.

180.1405 180.1405 Effect of dissolution.

180.1405(1) (1) A dissolved corporation continues its corporate existence but may not carry on any business except that which is appropriate to wind up and liquidate its business and affairs including the following:

180.1405(1)(a) (a) Collecting its assets.

180.1405(1)(b) (b) Disposing of its properties that will not be distributed in kind to its shareholders.

180.1405(1)(c) (c) Discharging or making provision for discharging its liabilities.

180.1405(1)(d) (d) Distributing its remaining property among its shareholders according to their interests.

180.1405(1)(e) (e) Doing every other act necessary to wind up and liquidate its business and affairs.

180.1405(2) (2) Dissolution of a corporation does not do any of the following:

180.1405(2)(a) (a) Transfer title to the corporation’s property.

180.1405(2)(b) (b) Prevent transfer of its shares or securities, although the authorization to dissolve may provide for closing the corporation’s share transfer records.

180.1405(2)(c) (c) Subject its directors or officers to standards of conduct different from those prescribed in this chapter.

180.1405(2)(d) (d) Change any of the following:

180.1405(2)(d)1. 1. Quorum or voting requirements for its board of directors or shareholders.

180.1405(2)(d)2. 2. Provisions for selection, resignation or removal of its directors or officers or both.

180.1405(2)(d)3. 3. Provisions for amending its articles of incorporation or bylaws.

180.1405(2)(e) (e) Prevent commencement of a civil, criminal, administrative or investigatory proceeding by or against the corporation in its corporate name.