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.
180.1106(2)
(2) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan, and the former holders of the shares are entitled only to the exchange rights provided in the articles of share exchange or to their rights under
ss. 180.1301 to
180.1331.
180.1106 History
History: 1989 a. 303.
180.1107
180.1107
Merger or share exchange with foreign corporation. 180.1107(1)(1) One or more foreign corporations may merge or enter into a share exchange with one or more domestic corporations if all of the following are satisfied:
180.1107(1)(a)
(a) In a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger.
180.1107(1)(b)
(b) In a share exchange, the shares of a domestic corporation will be acquired, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring foreign corporation is incorporated.
180.1107(1)(c)
(c) If the foreign corporation is the surviving corporation of the merger or acquiring corporation of the share exchange the foreign corporation complies with
s. 180.1105 to the extent that a domestic corporation must comply with that section.
180.1107(1)(d)
(d) In a merger, each domestic corporation complies with
ss. 180.1101 and
180.1103, except as provided in
sub. (2), or with
s. 180.1104 if the merger merges a subsidiary into its parent as described in that section, and, if the domestic corporation is the surviving corporation, with
s. 180.1105.
180.1107(1)(e)
(e) In a share exchange, each domestic corporation complies with
ss. 180.1102 and
180.1103, except as provided in
sub. (2), and, if the domestic corporation is the acquiring corporation, with
s. 180.1105.
180.1107(2)(a)(a) Notwithstanding
s. 180.1101 (2), if a domestic corporation plans to merge with one or more foreign corporations, its plan of merger shall set forth all of the following:
180.1107(2)(a)1.
1. The name of each domestic corporation or foreign corporation planning to merge and the name of the surviving domestic corporation or foreign corporation into which each other domestic corporation or foreign corporation plans to merge.
180.1107(2)(a)3.
3. The manner and basis of converting the shares of each domestic corporation or foreign corporation into shares, obligations or other securities of the surviving or any other domestic corporation or foreign corporation or into cash or other property in whole or part.
180.1107(2)(b)
(b) Notwithstanding
s. 180.1102 (2), if a domestic corporation plans to enter into a share exchange with a foreign corporation, its plan of share exchange shall set forth all of the following:
180.1107(2)(b)1.
1. The name of the domestic corporation whose shares will be acquired and the name of the acquiring foreign corporation.
180.1107(2)(b)3.
3. The manner and basis of exchanging the shares to be acquired for shares, obligations or other securities of the acquiring foreign corporation or any other domestic corporation or foreign corporation or for cash or other property in whole or part.
180.1107(3)(a)(a) When a merger or share exchange under this section takes effect, the department is the agent of the surviving foreign corporation of a merger or the acquiring foreign corporation in a share exchange, for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders of each domestic corporation that is party to the merger or share exchange.
180.1107(3)(b)
(b) When a merger or share exchange under this section takes effect, the surviving foreign corporation of a merger or the acquiring foreign corporation in a share exchange shall promptly pay to the dissenting shareholders of each domestic corporation that is party to the merger or share exchange the amount, if any, to which they are entitled under
ss. 180.1301 to
180.1331.
180.1107(4)
(4) This section does not limit the power of a foreign corporation to acquire all or part of the shares of one or more classes or series of a domestic corporation through a voluntary exchange or otherwise.
180.1107 History
History: 1989 a. 303;
1995 a. 27.
180.1130(1)
(1) "Associate" of a person means any of the following:
180.1130(1)(a)
(a) An organization, other than the issuing public corporation or a subsidiary of the issuing public corporation, of which the person is an officer, director, manager or partner or is, directly or indirectly, the beneficial owner of 10% or more of a class of voting securities.
180.1130(1)(b)
(b) A trust or estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or in a similar fiduciary capacity.
180.1130(1)(c)
(c) A relative or spouse of the person, or a relative of the spouse, who has the same principal residence as the person who is a director or officer of the issuing public corporation or of an affiliate of the issuing public corporation.
180.1130(2)
(2) "Beneficial owner" has the meaning prescribed in rule 13d-3 under the securities exchange act of 1934. A person is not a "beneficial owner" solely because of any of the following:
180.1130(2)(a)
(a) The existence of an agreement by or on behalf of the person and by or on behalf of a record or beneficial owner of securities under which the owner agrees to vote the securities in favor of a proposed merger, share exchange or sale, lease, exchange or other disposition of assets.
180.1130(2)(b)
(b) The existence of an option from, or other arrangement with, an issuing public corporation to acquire securities of the issuing public corporation.
180.1130(3)
(3) "Business combination" means any of the following:
180.1130(3)(a)
(a) Unless the merger or share exchange is subject to
s. 180.1104, does not alter the contract rights of the shares as set forth in the articles of incorporation or does not change or convert in whole or in part the outstanding shares of the issuing public corporation, a merger or share exchange of the issuing public corporation or a subsidiary of the issuing public corporation with any of the following:
180.1130(3)(a)2.
2. Any other corporation, whether or not itself a significant shareholder, which is, or after the merger or share exchange would be, an affiliate of a significant shareholder that was a significant shareholder before the transaction.
180.1130(3)(b)
(b) A sale, lease, exchange or other disposition, other than a mortgage or pledge if not made to avoid the requirements of
ss. 180.1130 to
180.1134, to a significant shareholder, other than the issuing public corporation or a subsidiary of the issuing public corporation, or to an affiliate of the significant shareholder, of all or substantially all of the property and assets, with or without goodwill, of an issuing public corporation, if not made in the usual and regular course of its business.
180.1130(4)
(4) "Commencement of a tender offer" has the meaning prescribed in rule 14d-2 under the securities exchange act of 1934.
180.1130(5)
(5) "Common shares" means shares other than preferred or preference shares.
180.1130(6)
(6) "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting shares, by contract or otherwise.
180.1130(7)
(7) "Determination date" means the date on which a significant shareholder first becomes a significant shareholder.
180.1130(8)
(8) "Issuing public corporation" means a domestic corporation, other than an investment company registered under the investment company act of 1940, that has all of the following:
180.1130(8)(a)
(a) Total assets exceeding $1,000,000 and a class of equity securities held of record by 500 or more persons.
180.1130(8)(b)
(b) At least 100 shareholders of record who have unlimited voting rights and who are residents of this state.
180.1130(9)(a)1.
1. If the shares are listed on a national securities exchange registered under the securities exchange act of 1934 or are quoted on any national market system, the highest closing sales price per share reported on the exchange or quoted on the system during the valuation period.
180.1130(9)(a)2.
2. If bids for the shares are quoted on the national association of securities dealers automated quotations system, or any successor system operated by the association, the highest closing bid per share quoted on the system during the valuation period.
180.1130(9)(a)3.
3. If the shares are listed on an exchange or are quoted on a system under
subd. 1. but no transactions are reported during the valuation period or if the shares are neither listed on an exchange or system under
subd. 1. nor quoted on a system under
subd. 2., and if at least 3 members of the national association of securities dealers are market makers for the securities, the highest closing bid per share obtained from the association during the valuation period.
180.1130(9)(a)4.
4. If no report or quote is available under
subd. 1.,
2. or
3., the fair market value as determined in good faith by the board of directors of the issuing public corporation.
180.1130(9)(b)
(b) In the case of property other than cash or shares, the fair market value of the property on the date in question as determined in good faith by the board of directors of the corporation.
180.1130(10)
(10) "Organization" means a person other than an individual.
180.1130(11)
(11) "Significant shareholder", with respect to an issuing public corporation, means a person that is the beneficial owner, directly or indirectly, of 10% or more of the voting power of the outstanding voting shares of the issuing public corporation; or is an affiliate of the issuing public corporation and within the 2-year period immediately before the date in question was the beneficial owner, directly or indirectly, of 10% or more of the voting power of the then outstanding voting shares of the issuing public corporation. For the purpose of determining whether a person is a significant shareholder, the number of voting shares considered to be outstanding includes shares considered to be owned by the person as the beneficial owner but does not include any other voting shares which may be issuable under an agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise. In this paragraph, "person" includes 2 or more individuals or persons acting as a group for the purpose of acquiring, holding or voting securities of an issuing public corporation.
180.1130(12)
(12) "Subsidiary" means a corporation of which voting shares having a majority of the votes entitled to be cast are owned, directly or indirectly, by one other corporation.
180.1130(13)
(13) "Take-over offer" means the offer to acquire or the acquisition of any equity security, as defined in
s. 552.01 (2), of an issuing public corporation, pursuant to a tender offer or request or invitation for tenders, if after the acquisition thereof the offeror, as defined in
s. 552.01 (3), would be directly or indirectly a beneficial owner of more than 5% of any class of the outstanding equity securities of the issuer. "Take-over offer" does not include an offer or acquisition of any equity security of an issuing public corporation pursuant to:
180.1130(13)(a)
(a) Brokers' transactions effected by or through a broker-dealer in the ordinary course of its business.
180.1130(13)(b)
(b) An exchange offer for securities of another issuer, if the offer is exempted from registration under
ch. 551 and does not involve any public offering under the securities act of 1933.
180.1130(13)(c)
(c) An offer made to not more than 10 persons in this state during any period of 12 consecutive months.
180.1130(13)(d)
(d) An offer made to all the shareholders of the issuing public corporation, if the number of its shareholders does not exceed 100 at the time of the offer.
180.1130(13)(e)
(e) An offer if the acquisition of any equity security pursuant thereto, together with all other acquisitions by the offeror of securities of the same class during the preceding 12 months, would not exceed 2% of that class of the outstanding equity securities of the issuer.
180.1130(13)(f)
(f) An offer by the issuing public corporation to acquire its own equity securities.
180.1130(14)
(14) "Valuation date" means the later of the day before the date of the shareholders' vote under
s. 180.1131 or the day 20 days before the consummation of the business combination.
180.1130(15)
(15) "Valuation period" means the 30-day period preceding the date on which the market value is to be determined.
180.1130(16)
(16) "Voting shares" means capital shares of a corporation entitled to vote generally in the election of directors.
180.1131
180.1131
Shareholder vote. In addition to a vote otherwise required by law or the articles of incorporation of the issuing public corporation, a business combination must be approved by the affirmative vote of at least all of the following, except as provided in
s. 180.1132:
180.1131(1)
(1) Eighty percent of the votes entitled to be cast by outstanding voting shares of the corporation, voting together as a single voting group.
180.1131(2)
(2) Two-thirds of the votes entitled to be cast by holders of voting shares other than voting shares beneficially owned by a significant shareholder who is a party to the business combination or an affiliate or associate of a significant shareholder who is a party to the business combination, voting together as a single voting group.
180.1131 History
History: 1989 a. 303.
180.1132(1)(1)
Fair price. The vote required by
s. 180.1131 does not apply to a business combination if each of the following conditions is met:
180.1132(1)(a)
(a) The aggregate amount of the cash and the market value as of the valuation date of consideration other than cash to be received per share by shareholders of the issuing public corporation in the business combination is at least equal to the highest of the following:
180.1132(1)(a)1.
1. The highest per share price, including brokerage commissions, transfer taxes and soliciting dealers' fees, received by any person selling common shares of the same class or series, with appropriate adjustments for recapitalizations and for share splits, share dividends and like distributions, from the significant shareholder either in the transaction in which it became a significant shareholder or within the 2 years before the date of the business combination, whichever is higher.
