AB100-ASA1, s. 3131bm 22Section 3131bm. 180.0722 (8) (b) of the statutes is amended to read:
AB100-ASA1,1387,2523 180.0722 (8) (b) Shall be solicited and appointed apart from the sale of or offer
24to purchase shares of the issuing public resident domestic corporation, as defined in
25s. 180.1150 (1) (a) 180.1150 (1) (c).
AB100-ASA1, s. 3131bs
1Section 3131bs. 180.0722 (8) (c) of the statutes is amended to read:
AB100-ASA1,1388,52 180.0722 (8) (c) May not be solicited sooner than 30 days before the meeting
3called under s. 180.1150 (5), unless otherwise agreed in writing by the person acting
4under s. 180.1150 and the directors of the issuing public resident domestic
5corporation, as defined in s. 180.1150 (1) (a) (c).
AB100-ASA1, s. 3131c 6Section 3131c. 180.1130 (1) (a) of the statutes is amended to read:
AB100-ASA1,1388,117 180.1130 (1) (a) An organization, other than the issuing public resident
8domestic
corporation or a subsidiary of the issuing public resident domestic
9corporation, of which the person is an officer, director, manager or partner or is,
10directly or indirectly, the beneficial owner of 10% or more of a class of voting
11securities.
AB100-ASA1, s. 3131cm 12Section 3131cm. 180.1130 (1) (c) of the statutes is amended to read:
AB100-ASA1,1388,1613 180.1130 (1) (c) A relative or spouse of the person, or a relative of the spouse,
14who has the same principal residence as the person who is a director or officer of the
15issuing public resident domestic corporation or of an affiliate of the issuing public
16resident domestic corporation.
AB100-ASA1, s. 3131d 17Section 3131d. 180.1130 (2) (b) of the statutes is amended to read:
AB100-ASA1,1388,2018 180.1130 (2) (b) The existence of an option from, or other arrangement with,
19an issuing public a resident domestic corporation to acquire securities of the issuing
20public
resident domestic corporation.
AB100-ASA1, s. 3131e 21Section 3131e. 180.1130 (3) (a) (intro.) of the statutes is amended to read:
AB100-ASA1,1389,222 180.1130 (3) (a) (intro.) Unless the merger or share exchange is subject to s.
23180.1104, does not alter the contract rights of the shares as set forth in the articles
24of incorporation or does not change or convert in whole or in part the outstanding
25shares of the issuing public resident domestic corporation, a merger or share

1exchange of the issuing public resident domestic corporation or a subsidiary of the
2issuing public resident domestic corporation with any of the following:
AB100-ASA1, s. 3131em 3Section 3131em. 180.1130 (3) (b) of the statutes is amended to read:
AB100-ASA1,1389,104 180.1130 (3) (b) A sale, lease, exchange or other disposition, other than a
5mortgage or pledge if not made to avoid the requirements of ss. 180.1130 to 180.1134,
6to a significant shareholder, other than the issuing public resident domestic
7corporation or a subsidiary of the issuing public resident domestic corporation, or to
8an affiliate of the significant shareholder, of all or substantially all of the property
9and assets, with or without goodwill, of an issuing public a resident domestic
10corporation, if not made in the usual and regular course of its business.
AB100-ASA1, s. 3131f 11Section 3131f. 180.1130 (8) of the statutes is repealed.
AB100-ASA1, s. 3131g 12Section 3131g. 180.1130 (9) (a) 4. of the statutes is amended to read:
AB100-ASA1,1389,1513 180.1130 (9) (a) 4. If no report or quote is available under subd. 1., 2. or 3., the
14fair market value as determined in good faith by the board of directors of the issuing
15public
resident domestic corporation.
AB100-ASA1, s. 3131gm 16Section 3131gm. 180.1130 (10m) of the statutes is created to read:
AB100-ASA1,1389,2017 180.1130 (10m) "Resident domestic corporation" means a resident domestic
18corporation, as defined in s. 180.1140 (9), if that corporation does not have a class of
19voting stock that is registered or traded on a national securities exchange or that is
20registered under section 12 (g) of the Securities Exchange Act.
AB100-ASA1, s. 3131h 21Section 3131h. 180.1130 (11) of the statutes is amended to read:
AB100-ASA1,1390,1122 180.1130 (11) "Significant shareholder", with respect to an issuing public a
23resident domestic
corporation, means a person that is the beneficial owner, directly
24or indirectly, of 10% or more of the voting power of the outstanding voting shares of
25the issuing public resident domestic corporation; or is an affiliate of the issuing

1public
resident domestic corporation and within the 2-year period immediately
2before the date in question was the beneficial owner, directly or indirectly, of 10% or
3more of the voting power of the then outstanding voting shares of the issuing public
4resident domestic corporation. For the purpose of determining whether a person is
5a significant shareholder, the number of voting shares considered to be outstanding
6includes shares considered to be owned by the person as the beneficial owner but does
7not include any other voting shares which may be issuable under an agreement,
8arrangement or understanding, or upon exercise of conversion rights, warrants or
9options, or otherwise. In this paragraph, "person" includes 2 or more individuals or
10persons acting as a group for the purpose of acquiring, holding or voting securities
11of an issuing public a resident domestic corporation.
AB100-ASA1, s. 3131i 12Section 3131i. 180.1130 (13) (intro.) of the statutes is amended to read:
AB100-ASA1,1390,2013 180.1130 (13) (intro.) "Take-over offer" means the offer to acquire or the
14acquisition of any equity security, as defined in s. 552.01 (2), of an issuing public a
15resident domestic
corporation, pursuant to a tender offer or request or invitation for
16tenders, if after the acquisition thereof the offer or, as defined in s. 552.01 (3), would
17be directly or indirectly a beneficial owner of more than 5% of any class of the
18outstanding equity securities of the issuer. "Take-over offer" does not include an
19offer or acquisition of any equity security of an issuing public a resident domestic
20corporation pursuant to:
AB100-ASA1, s. 3131im 21Section 3131im. 180.1130 (13) (d) of the statutes is amended to read:
AB100-ASA1,1390,2422 180.1130 (13) (d) An offer made to all the shareholders of the issuing public
23resident domestic corporation, if the number of its shareholders does not exceed 100
24at the time of the offer.
AB100-ASA1, s. 3131j 25Section 3131j. 180.1130 (13) (f) of the statutes is amended to read:
AB100-ASA1,1391,2
1180.1130 (13) (f) An offer by the issuing public resident domestic corporation
2to acquire its own equity securities.
AB100-ASA1, s. 3131k 3Section 3131k. 180.1131 (intro.) of the statutes is amended to read:
AB100-ASA1,1391,7 4180.1131 Shareholder vote. (intro.) In addition to a vote otherwise required
5by law or the articles of incorporation of the issuing public resident domestic
6corporation, a business combination must be approved by the affirmative vote of at
7least all of the following, except as provided in s. 180.1132:
AB100-ASA1, s. 3131km 8Section 3131km. 180.1132 (1) (a) (intro.) of the statutes is amended to read:
AB100-ASA1,1391,129 180.1132 (1) (a) (intro.) The aggregate amount of the cash and the market value
10as of the valuation date of consideration other than cash to be received per share by
11shareholders of the issuing public resident domestic corporation in the business
12combination is at least equal to the highest of the following:
AB100-ASA1, s. 3131L 13Section 3131L. 180.1132 (2) (c) of the statutes is amended to read:
AB100-ASA1,1391,2114 180.1132 (2) (c) An issuing public A resident domestic corporation whose
15shareholders adopt an amendment to the articles of incorporation on or after April
1624, 1984, by a vote of at least 80% of the votes entitled to be cast by outstanding shares
17of voting shares of the issuing public resident domestic corporation, voting together
18as a single voting group and by two-thirds of the votes entitled to be cast by persons,
19if any, who are not significant shareholders of the issuing public resident domestic
20corporation, voting together as a single voting group, expressly electing not to be
21governed by ss. 180.1130 to 180.1134.
AB100-ASA1, s. 3131m 22Section 3131m. 180.1132 (3) of the statutes is amended to read:
AB100-ASA1,1392,323 180.1132 (3) Opt-in for certain corporations. A corporation that is not an
24issuing public
a resident domestic corporation may elect, by express provision in its
25articles of incorporation, to be subject to ss. 180.1130 to 180.1134 as if it were an

1issuing public
a resident domestic corporation unless its articles of incorporation
2contain a provision stating that the corporation is a close corporation under ss.
3180.1801 to 180.1837.
AB100-ASA1, s. 3131n 4Section 3131n. 180.1134 (intro.) of the statutes is amended to read:
AB100-ASA1,1392,13 5180.1134 Actions during take-over offer. (intro.) In addition to a vote
6otherwise required by law or the articles of incorporation of the issuing public
7resident domestic corporation, approval by vote of holders of a majority of the shares
8of the issuing public resident domestic corporation entitled to vote on the proposal
9is required at a shareholders' meeting held in conformance with ss. 180.0705 and
10180.0725 before any of the following actions may be taken by the officers or board of
11directors of the issuing public resident domestic corporation, while a take-over offer
12is being made, or after a take-over offer has been publicly announced and before it
13is concluded, for the issuing public resident domestic corporation's voting shares:
AB100-ASA1, s. 3131nm 14Section 3131nm. 180.1134 (1) of the statutes is amended to read:
AB100-ASA1,1392,2015 180.1134 (1) Acquiring more than 5% of the issuing public resident domestic
16corporation's voting shares at a price above the market value from any individual
17who or organization which holds more than 3% of the voting shares and has held the
18shares for less than 2 years, unless the issuing public resident domestic corporation
19makes at least an equal offer to acquire all voting shares and all securities which may
20be converted into voting shares.
AB100-ASA1, s. 3131o 21Section 3131o. 180.1134 (2) of the statutes is amended to read:
AB100-ASA1,1392,2522 180.1134 (2) Selling or optioning assets of the issuing public resident domestic
23corporation which amount to at least 10% of the market value of the issuing public
24resident domestic corporation. This subsection does not apply to an issuing public
25a resident domestic corporation if all of the following are satisfied:
AB100-ASA1,1393,3
1(a) The issuing public resident domestic corporation has at least 3 directors who
2are not either officers or employes of the issuing public resident domestic
3corporation.
AB100-ASA1,1393,64 (b) A majority of the directors who are not either officers or employes of the
5issuing public resident domestic corporation vote to not be governed by this
6subsection.
AB100-ASA1, s. 3131p 7Section 3131p. 180.1150 (1) (a) of the statutes is repealed.
AB100-ASA1, s. 3131pm 8Section 3131pm. 180.1150 (1) (b) of the statutes is amended to read:
AB100-ASA1,1393,159 180.1150 (1) (b) "Person" includes 2 or more individuals or persons acting as
10a group for the purpose of acquiring or holding securities of an issuing public a
11resident domestic
corporation, but does not include a bank, broker, nominee, trustee
12or other person that acquires or holds shares in the ordinary course of business for
13others in good faith and not for the purpose of avoiding this section unless the person
14may exercise or direct the exercise of votes with respect to the shares at a meeting
15of shareholders without further instruction from another.
AB100-ASA1, s. 3131r 16Section 3131r. 180.1150 (1) (c) of the statutes is created to read:
AB100-ASA1,1393,1817 180.1150 (1) (c) "Resident domestic corporation" has the meaning given in s.
18180.1130 (10m).
AB100-ASA1, s. 3131s 19Section 3131s. 180.1150 (2) of the statutes is amended to read:
AB100-ASA1,1394,220 180.1150 (2) Unless otherwise provided in the articles of incorporation of an
21issuing public
a resident domestic corporation and except as provided in sub. (3) or
22as restored under sub. (5), the voting power of shares of an issuing public a resident
23domestic
corporation held by any person, including shares issuable upon conversion
24of convertible securities or upon exercise of options or warrants, in excess of 20% of

1the voting power in the election of directors shall be limited to 10% of the full voting
2power of those shares.
AB100-ASA1, s. 3131sm 3Section 3131sm. 180.1150 (3) (intro.) of the statutes is amended to read:
AB100-ASA1,1394,64 180.1150 (3) (intro.) Shares of an issuing public a resident domestic corporation
5held, acquired or to be acquired in any of the following circumstances are excluded
6from the application of this section:
AB100-ASA1, s. 3131t 7Section 3131t. 180.1150 (3) (e) of the statutes is amended to read:
AB100-ASA1,1394,108 180.1150 (3) (e) Shares acquired under s. 180.1101, 180.1102, 180.1104 or
9180.1107 if the issuing public resident domestic corporation is a party to the merger
10or share exchange.
AB100-ASA1, s. 3131u 11Section 3131u. 180.1150 (3) (f) of the statutes is amended to read:
AB100-ASA1,1394,1312 180.1150 (3) (f) Shares acquired from the issuing public resident domestic
13corporation.
AB100-ASA1, s. 3131um 14Section 3131um. 180.1150 (3) (g) of the statutes is amended to read:
AB100-ASA1,1394,1815 180.1150 (3) (g) Shares acquired under an agreement entered into at a time
16when the issuing public resident domestic corporation was not neither a resident
17domestic corporation nor
an issuing public corporation under s. 180.1150 (1) (a), 1995
18stats
.
AB100-ASA1, s. 3131v 19Section 3131v. 180.1150 (3) (i) of the statutes is amended to read:
AB100-ASA1,1394,2320 180.1150 (3) (i) Shares acquired in a transaction incident to which the
21shareholders of the issuing public resident domestic corporation have voted under
22sub. (5) to approve the person's resolution delivered under sub. (4) to restore the full
23voting power of all of that person's shares.
AB100-ASA1, s. 3131w 24Section 3131w. 180.1150 (4) (intro.) of the statutes is amended to read:
AB100-ASA1,1395,4
1180.1150 (4) (intro.) A person desiring a shareholder vote under sub. (5) shall
2deliver to the issuing public resident domestic corporation at its principal office a
3form of shareholder resolution with an accompanying notice containing all of the
4following:
AB100-ASA1, s. 3131x 5Section 3131x. 180.1150 (4) (c) of the statutes is amended to read:
AB100-ASA1,1395,86 180.1150 (4) (c) The number of shares of the issuing public resident domestic
7corporation owned by the person of record and beneficially under the meaning
8prescribed in rule 13d-3 under the securities exchange act of 1934.
AB100-ASA1, s. 3131xm 9Section 3131xm. 180.1150 (4) (f) of the statutes is amended to read:
AB100-ASA1,1395,2210 180.1150 (4) (f) If shares representing in excess of 20% of the voting power were
11acquired or are proposed to be acquired for the purpose of gaining control of the
12issuing public resident domestic corporation, the terms of the proposed acquisition,
13including but not limited to the source of funds or other consideration and the
14material terms of the financial arrangements for the acquisition, any plans or
15proposals of the person to liquidate the issuing public resident domestic corporation,
16to sell all or substantially all of its assets, or merge it or exchange its shares with any
17other person, to change the location of its principal office or of a material portion of
18its business activities, to change materially its management or policies of
19employment, to alter materially its relationship with suppliers or customers or the
20communities in which it operates, or make any other material change in its business,
21corporate structure, management or personnel, and such other material information
22as would affect the decision of a shareholder with respect to voting on the resolution.
AB100-ASA1, s. 3131y 23Section 3131y. 180.1150 (5) (a) of the statutes is amended to read:
AB100-ASA1,1396,524 180.1150 (5) (a) Within 10 days after receipt of a resolution and notice under
25sub. (4), the directors of the issuing public resident domestic corporation shall fix a

1date for a special meeting of the shareholders to vote on the resolution. The meeting
2shall be held no later than 50 days after receipt of the resolution and notice under
3sub. (4), unless the person agrees to a later date, and no sooner than 30 days after
4receipt of the resolution and notice, if the person so requests in writing when
5delivering the resolution and notice.
AB100-ASA1, s. 3131ym 6Section 3131ym. 180.1150 (5) (d) of the statutes is amended to read:
AB100-ASA1,1396,177 180.1150 (5) (d) An issuing public A resident domestic corporation is not
8required to hold more than 2 meetings under par. (a) in any 12-month period with
9respect to resolutions and notices presented by the same person unless the person
10pays to the issuing public corporation, in advance of the 3rd or subsequent such
11meeting the reasonable expenses of the meeting including, without limitation, fees
12and expenses of counsel, as estimated in good faith by the board of directors of the
13issuing public resident domestic corporation and communicated in writing to the
14person within 10 days after receipt of a 3rd or subsequent resolution and notice from
15the person. In such event, notwithstanding par. (a), the directors may fix a date for
16the meeting within 10 days after receipt of payment in full of such estimated
17expenses rather than within 10 days after receipt of the resolution and notice.
AB100-ASA1, s. 3131yn 18Section 3131yn. 180.1150 (7) of the statutes is amended to read:
AB100-ASA1,1396,2319 180.1150 (7) A corporation that is not an issuing public a resident domestic
20corporation may elect, by express provision in its articles of incorporation, to be
21subject to this section as if it were an issuing public a resident domestic corporation
22unless its articles of incorporation contain a provision stating that the corporation
23is a close corporation under ss. 180.1801 to 180.1837.
AB100-ASA1, s. 3131yp 24Section 3131yp. 180.1422 (1) (intro.) of the statutes is amended to read:
AB100-ASA1,1397,4
1180.1422 (1) (intro.) A corporation that is administratively dissolved may
2apply to the department for reinstatement within 2 years after the later of January
31, 1991, or the effective date of dissolution
. The application shall include all of the
4following:
AB100-ASA1, s. 3131yq 5Section 3131yq. 180.1422 (1) (b) of the statutes is amended to read:
AB100-ASA1,1397,76 180.1422 (1) (b) That A statement that each ground for dissolution either did
7not exist or has been eliminated cured.
AB100-ASA1, s. 3131yr 8Section 3131yr. 180.1422 (1) (c) of the statutes is amended to read:
AB100-ASA1,1397,109 180.1422 (1) (c) That A statement that the corporation's name satisfies s.
10180.0401.
AB100-ASA1, s. 3131ys 11Section 3131ys. 180.1422 (2) (a) (intro.) of the statutes is amended to read:
AB100-ASA1,1397,1412 180.1422 (2) (a) (intro.) The department shall cancel the certificate of
13dissolution and prepare issue a certificate of reinstatement that complies with par.
14(b) if the department determines all of the following:
AB100-ASA1, s. 3131yt 15Section 3131yt. 180.1422 (2) (a) 2. of the statutes is amended to read:
AB100-ASA1,1397,1716 180.1422 (2) (a) 2. That all fees and penalties owed by the corporation to the
17department under this chapter have been paid.
AB100-ASA1, s. 3131yu 18Section 3131yu. 180.1422 (2) (b) of the statutes is amended to read:
AB100-ASA1,1397,2219 180.1422 (2) (b) The certificate of reinstatement shall state the department's
20determination under par. (a) and the effective date of reinstatement. The
21department shall file the original of the certificate and return provide a copy to the
22corporation or its representative.
AB100-ASA1, s. 3131z 23Section 3131z. 180.1602 (2) (c) of the statutes is amended to read:
AB100-ASA1,1398,524 180.1602 (2) (c) A person that has delivered the resolution under s. 180.1150
25(4) may, by giving written notice to the issuing public resident domestic corporation,

1as defined in s. 180.1150 (1) (a) (c), that complies with s. 180.0141, inspect and copy
2the record of shareholders of the issuing public resident domestic corporation, in
3person or by agent or attorney at any reasonable time for the purpose of
4communicating with the shareholders in connection with the special shareholders'
5meeting under s. 180.1150 (5).
AB100-ASA1, s. 3131zc 6Section 3131zc. 180.1708 (7) (bm) of the statutes is amended to read:
AB100-ASA1,1398,87 180.1708 (7) (bm) Section Sections 180.1422 applies and 180.1423 apply to an
8administrative dissolution before, on or after January 1, 1991.
AB100-ASA1, s. 3131zf 9Section 3131zf. 181.563 (1) (intro.) of the statutes is amended to read:
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