180.1008(3)
(3) Notwithstanding
s. 180.1302, shareholders of a corporation undergoing reorganization do not have dissenters' rights except as and to the extent provided in the reorganization plan.
180.1008(4)
(4) This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.
180.1008 History
History: 1989 a. 303;
1995 a. 27.
180.1009(1)(1) An amendment to a corporation's articles of incorporation, including a restatement of its articles of incorporation under
s. 180.1007 that includes an amendment to its articles of incorporation, does not affect any of the following:
180.1009(1)(a)
(a) A cause of action existing against or in favor of the corporation.
180.1009(1)(b)
(b) A civil, criminal, administrative or investigatory proceeding to which the corporation is a party.
180.1009(1)(c)
(c) The existing rights of persons other than shareholders of the corporation.
180.1009(2)
(2) An amendment, or a restatement including an amendment, changing a corporation's name does not abate a civil, criminal, administrative or investigatory proceeding brought by or against the corporation in its former name.
180.1009 History
History: 1989 a. 303.
180.1020
180.1020
Amendment of bylaws by board of directors or shareholders. 180.1020(1)(1) A corporation's board of directors may amend or repeal the corporation's bylaws or adopt new bylaws except to the extent that any of the following applies:
180.1020(1)(b)
(b) The shareholders in adopting, amending or repealing a particular bylaw provide within the bylaws that the board of directors may not amend, repeal or readopt that bylaw.
180.1020(2)
(2) A corporation's shareholders may amend or repeal the corporation's bylaws or adopt new bylaws even though the board of directors may also amend or repeal the corporation's bylaws or adopt new bylaws.
180.1020 History
History: 1989 a. 303.
180.1021
180.1021
Bylaw fixing quorum or voting requirements for shareholders. 180.1021(1)(1) If authorized by the articles of incorporation, the shareholders may adopt or amend a bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders or voting groups of shareholders than is provided by this chapter. The adoption or amendment of a bylaw that adds, changes or deletes a greater or lower quorum requirement or a greater voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect.
180.1021(2)
(2) A bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for shareholders under
sub. (1) may not be adopted, amended or repealed by the board of directors.
180.1021 History
History: 1989 a. 303.
180.1022
180.1022
Bylaw fixing quorum or voting requirements for directors. 180.1022(1)(1) A bylaw that fixes a greater or lower quorum requirement or a greater voting requirement for the board of directors may be amended or repealed as follows:
180.1022(1)(a)
(a) If originally adopted by the shareholders, only by the shareholders, unless the bylaw provides otherwise under
sub. (2).
180.1022(1)(b)
(b) If originally adopted by the board of directors, either by the shareholders or by the board of directors.
180.1022(2)
(2) A bylaw adopted or amended by the shareholders that fixes a greater or lower quorum requirement or a greater voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.
180.1022(3)
(3) Action by the board of directors to adopt or amend a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect, unless a different voting requirement is specified under
sub. (2).
180.1022 History
History: 1989 a. 303.
MERGER AND SHARE EXCHANGE
180.1101(1)(1) One or more corporations may merge into another corporation 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.
180.1101(2)
(2) The plan of merger shall set forth all of the following:
180.1101(2)(a)
(a) The name of each corporation planning to merge and the name of the surviving corporation into which each other corporation plans to merge.
180.1101(2)(c)
(c) The manner and basis of converting the shares of each corporation into shares, obligations or other securities of the surviving corporation or any other corporation or into cash or other property in whole or part.
180.1101(3)
(3) The plan of merger may set forth any of the following:
180.1101(3)(a)
(a) Amendments to the articles of incorporation of the surviving corporation.
180.1101 History
History: 1989 a. 303.
180.1102(1)(1) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation, by resolution adopted by each board, approves a plan of share exchange and, if required by
s. 180.1103, its shareholders also approve the plan of share exchange.
180.1102(2)
(2) The plan of share exchange shall set forth all of the following:
180.1102(2)(a)
(a) The name of the corporation whose shares will be acquired and the name of the acquiring corporation.
180.1102(2)(c)
(c) The manner and basis of exchanging the shares to be acquired for shares, obligations or other securities of the acquiring or any other corporation or for cash or other property in whole or part.
180.1102(3)
(3) The plan of share exchange may set forth other provisions relating to the exchange.
180.1102(4)
(4) This section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange or otherwise.
180.1102 History
History: 1989 a. 303.
180.1103
180.1103
Action on plan of merger or share exchange. 180.1103(1)(1)
Submit to shareholders. After adopting and approving a plan of merger or share exchange, the board of directors of each corporation that is party to the merger, and the board of directors of the corporation whose shares will be acquired in the share exchange, shall submit the plan of merger, except as provided in
sub. (5), or share exchange for approval by its shareholders.
180.1103(2)
(2) Meeting notice. The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with
s. 180.0705, except that the notice shall be given at least 20 days before the meeting date. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger or share exchange and shall contain or be accompanied by a copy or summary of the plan.
180.1103(3)
(3) Required vote. Unless this chapter, the articles of incorporation or bylaws adopted under authority granted in the articles of incorporation require a greater vote or a vote by voting groups, the plan of merger or share exchange to be authorized shall be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.
180.1103(4)
(4) Separate voting by voting groups. Separate voting by voting groups is required on any of the following:
180.1103(4)(a)
(a) A plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation, would require action by one or more separate voting groups on the proposed amendment under
s. 180.1004, except as provided in
s. 180.1707.
180.1103(4)(b)
(b) A plan of share exchange by each class or series of shares included in the exchange, with each class or series constituting a separate voting group.
180.1103(5)
(5) When shareholder approval of merger not required. 180.1103(5)(a)1.
1. "Participating shares" means shares that entitle their holders to participate, without limitation, in distributions.
180.1103(5)(a)2.
2. "Voting shares" means shares that entitle their holders to vote unconditionally in elections of directors.
180.1103(5)(b)
(b) Action by the shareholders of the surviving corporation on a plan of merger is not required if all of the following conditions are satisfied:
180.1103(5)(b)1.
1. The articles of incorporation of the surviving corporation will not differ, except for amendments enumerated in
s. 180.1002, from its articles of incorporation before the merger.
180.1103(5)(b)2.
2. Each shareholder of the surviving 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.
180.1103(5)(b)3.
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% the total number of voting shares of the surviving corporation outstanding immediately before the merger.
180.1103(5)(b)4.
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% the total number of participating shares of the surviving corporation outstanding immediately before the merger.
180.1103(6)
(6) Merger or share exchange abandoned. After a merger or share exchange is authorized, and at any time before articles of merger or share exchange are filed, the planned merger or share exchange may be abandoned, subject to any contractual rights, without further shareholder action, in accordance with the procedure set forth in the plan of merger or share exchange or, if none is set forth, in the manner determined by the board of directors.
180.1103 History
History: 1989 a. 303;
1991 a. 16.
180.1104(1)
(1) A parent corporation owning at least 90% of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary into itself without approval of the shareholders of the parent or subsidiary.
180.1104(2)
(2) The board of directors of the parent corporation shall adopt a plan of merger that sets forth all of the following:
180.1104(2)(b)
(b) The manner and basis of converting the shares of the subsidiary into shares, obligations or other securities of the parent or any other corporation or into cash or other property in whole or part.
180.1104(3)
(3) The parent shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary who does not waive the mailing requirement in writing.
180.1104(4)
(4) The parent may not deliver articles of merger to the department for filing until at least 30 days after the date on which it mailed a copy of the plan of merger to each shareholder of the subsidiary who did not waive the mailing requirement.
180.1104(5)
(5) Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation, except for amendments enumerated in
s. 180.1002.
180.1104 History
History: 1989 a. 303;
1995 a. 27.
180.1105
180.1105
Articles of merger or share exchange. 180.1105(1)(1) Except as provided in
s. 180.1104 (4), after a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the department for filing articles of merger or share exchange setting forth all of the following:
180.1105(2)
(2) A merger or share exchange takes effect upon the effective date of the articles of merger or share exchange.
180.1105 History
History: 1989 a. 303;
1995 a. 27.
180.1106
180.1106
Effect of merger or share exchange. 180.1106(1)
(1) All of the following occur when a merger takes effect:
180.1106(1)(a)
(a) Every other corporation that is party to the merger merges into the surviving corporation and the separate existence of every corporation party to the merger except the surviving corporation ceases.
180.1106(1)(b)
(b) The title to all property owned by each corporation that is party to the merger is vested in the surviving corporation without reversion or impairment.
180.1106(1)(c)
(c) The surviving corporation has all liabilities of each corporation that is party to the merger.
180.1106(1)(d)
(d) A civil, criminal, administrative or investigatory proceeding pending against any corporation that is party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased.
180.1106(1)(e)
(e) The articles of incorporation of the surviving corporation are amended to the extent provided in the plan of merger.
180.1106(1)(f)
(f) The shares of each corporation that is party to the merger that are to be converted into shares, obligations or other securities of the surviving corporation or any other corporation or into cash or other property are converted, and the former holders of the shares are entitled only to the rights provided in the articles of merger or to their rights under
ss. 180.1301 to
180.1331.
