AB1112,13,138
180.0825
(1) Unless the articles of incorporation or bylaws provide otherwise,
9a board of directors may create one or more committees, appoint members of the
10board of directors to serve on the committees and designate other members of the
11board of directors to serve as alternates. Each committee shall have
2 or more
12members at least one member. Unless otherwise provided by the board of directors,
13members of the committee shall serve at the pleasure of the board of directors.
AB1112, s. 19
14Section
19. 180.0825 (2) (intro.) and (b) of the statutes are consolidated,
15renumbered 180.0825 (2) and amended to read:
AB1112,13,1916
180.0825
(2) Except as provided in sub. (3), the creation of a committee,
17appointment of members to it
, and designation of alternate members, if any, shall be
18approved by the
greater of the following: (b) The number of directors required by the
19articles of incorporation or bylaws to take action under s. 180.0824 (3).
AB1112, s. 20
20Section
20. 180.0825 (2) (a) of the statutes is repealed.
AB1112, s. 21
21Section
21. 180.0825 (5) (a) to (h) of the statutes are repealed.
AB1112, s. 22
22Section
22. 180.0825 (5) (am) and (bm) of the statutes are created to read:
AB1112,13,2523
180.0825
(5) (am) Approve or recommend to shareholders for approval any
24action or matter expressly required by this chapter to be submitted to shareholders
25for approval.
AB1112,14,1
1(bm) Adopt, amend, or repeal any bylaw of the corporation.
AB1112, s. 23
2Section
23. 180.1103 (1) of the statutes is amended to read:
AB1112,14,73
180.1103
(1) Submit to shareholders. After adopting and approving a plan of
4merger or share exchange, the board of directors of each corporation that is party to
5the merger, and the board of directors of the corporation whose shares will be
6acquired in the share exchange, shall submit the plan of merger, except as provided
7in sub. (5)
and s. 180.11045 (2), or share exchange for approval by its shareholders.
AB1112, s. 24
8Section
24. 180.1104 (1) of the statutes is amended to read:
AB1112,14,159
180.1104
(1) A parent corporation owning at least 90% of the outstanding
10shares of each class of a subsidiary corporation or at least 90% of the outstanding
11interests of each class of any other subsidiary business entity may merge the
12subsidiary into the parent or the parent into the subsidiary without approval of the
13shareholders of the parent or the shareholders or other owners of the subsidiary
and,
14if the conditions specified in s. 180.1302 (1) (a) 3. a. to d. are satisfied, without
15approval of the shareholders of the parent.
AB1112, s. 25
16Section
25. 180.11045 of the statutes is created to read:
AB1112,14,18
17180.11045 Merger of indirect wholly owned subsidiary or parent. (1) 18Definitions. In this section:
AB1112,14,2219
(a) "Holding company" means a corporation that issues shares under sub. (2)
20(b) and that, during the period beginning with its incorporation and ending with the
21effective time of a merger under this section, was at all times a wholly owned
22subsidiary of the parent corporation that is party to the merger.
AB1112,14,2323
(b) "Indirect wholly owned subsidiary" means any of the following:
AB1112,15,3
11. A corporation, all of the outstanding shares of each class of which are, prior
2to the effective time of a merger under this section, owned by a parent corporation
3indirectly through one or more business entities.
AB1112,15,74
2. A limited liability company organized under ch. 183, all of the outstanding
5interests of each class of which are, prior to the effective time of a merger under this
6section, owned by a parent corporation indirectly through one or more business
7entities.
AB1112,15,118
(c) "Organizational documents" means, when used in reference to a
9corporation, the corporation's articles of incorporation and bylaws and, when used
10in reference to a limited liability company, the limited liability company's operating
11agreement.
AB1112,15,1412
(d) "Parent corporation" means a corporation owning, prior to the effective time
13of a merger under this section, all of the outstanding shares of each class of another
14corporation or all of the outstanding interests of each class of another business entity.
AB1112,15,1615
(e) "Surviving entity" means the limited liability company or corporation, other
16than the holding company, surviving a merger under sub. (2).
AB1112,15,1717
(f) "Wholly owned subsidiary" means any of the following:
AB1112,15,1918
1. A corporation, all of the outstanding shares of each class of which are owned
19by a corporation indirectly through one or more business entities or directly.
AB1112,15,2220
2. A limited liability company organized under ch. 183, all of the outstanding
21interests of each class of which are owned by a corporation indirectly through one or
22more business entities or directly.
AB1112,16,4
23(2) Merger authorized. Unless the articles of incorporation of the parent
24corporation specifically provide otherwise, or the parent corporation is a statutory
25close corporation under ss. 180.1801 to 180.1837, a parent corporation may merge
1with or into one of its indirect wholly owned subsidiaries pursuant to s. 180.1101
2without approval of the shareholders of the parent corporation or the shareholders
3or members of the indirect wholly owned subsidiary if all of the following conditions
4are satisfied:
AB1112,16,65
(a) The parent corporation and the indirect wholly owned subsidiary are the
6only parties to the merger.
AB1112,16,137
(b) Each share or other interest of the parent corporation outstanding
8immediately prior to the effective time of the merger is converted in the merger into
9a share or equal interest of a corporation that was a wholly owned subsidiary of the
10parent corporation immediately prior to the effective time of the merger having the
11same designation, preferences, limitations, and relative rights as the share or other
12interest of the parent corporation outstanding immediately prior to the effective time
13of the merger.
AB1112,17,314
(c) Except as otherwise provided in this paragraph, immediately following the
15effective time of the merger, the organizational documents of the holding company
16issuing shares in the merger pursuant to sub. (2) (b) contain provisions identical to
17the organizational documents of the parent corporation immediately prior to the
18effective time of the merger. This requirement does not apply to provisions regarding
19the incorporator or incorporators, the corporate name, the registered office and
20agent, and provisions that are subject to amendment under s. 180.1002. To the
21extent that the 2nd sentence of s. 180.0852 applied to the parent corporation
22immediately prior to the effective time of the merger, the organizational documents
23of the holding company immediately following the effective time of the merger shall
24contain provisions implementing that sentence. If s. 180.1706 (2) and (3) applies to
25the parent corporation, pursuant to s. 180.1706 (1), immediately prior to the effective
1time of the merger, the articles of incorporation of the holding company immediately
2following the effective time of the merger shall contain provisions implementing s.
3180.1706 (2) and (3).
AB1112,17,54
(d) Immediately following the effective time of the merger, the surviving entity
5is a wholly owned subsidiary of the holding company.
AB1112,17,86
(e) The directors of the parent corporation immediately prior to the effective
7time of the merger are the directors of the holding company immediately following
8the effective time of the merger.
AB1112,18,119
(f) Except as otherwise provided in this paragraph, the organizational
10documents of the surviving entity immediately following the effective time of the
11merger contain provisions identical to the organizational documents of the parent
12corporation immediately prior to the effective time of the merger. With respect to a
13surviving entity that is a corporation, this requirement does not apply to provisions
14regarding the incorporator or incorporators; the corporate name; the registered office
15and agent; or provisions that are subject to amendment under s. 180.1002 or any
16other law permitting amendment of the articles of incorporation without approval
17of the shareholders. With respect to a surviving entity that is a limited liability
18company, this requirement does not apply to provisions regarding the organizer or
19organizers; the entity name; the registered office and agent; references to members
20rather than shareholders; references to interests, units, or similar terms rather than
21shares; references to managers rather than directors; or provisions that are subject
22to amendment under any law permitting amendment of the operating agreement
23without approval of the members. The organizational documents of the surviving
24entity immediately following the effective time of the merger may specify a reduced
25number of classes and shares or other interests that the surviving entity is
1authorized to issue. To the extent that the 2nd sentence of s. 180.0852 applied to the
2parent corporation immediately prior to the effective time of the merger, the
3organizational documents of the surviving entity immediately following the effective
4time of the merger shall contain provisions implementing that sentence. If s.
5180.1706 (2) and (3) applies to the parent corporation, pursuant to s. 180.1706 (1),
6immediately prior to the effective time of the merger, the organizational documents
7of the surviving entity immediately following the effective time of the merger shall
8contain provisions implementing s. 180.1706 (2) and (3). The organizational
9documents of the surviving entity immediately following the effective time of the
10merger shall contain provisions that specifically refer to this paragraph and that
11require all of the following:
AB1112,18,1912
1. Any act, other than the election or removal of directors or managers of the
13surviving entity, for which approval of the shareholders or members of the surviving
14entity is required under this chapter, ch. 183, or the surviving entity's organizational
15documents may be accomplished only with the additional approval of the
16shareholders of the holding company or any successor to the holding company, by the
17same vote as is required for approval of the shareholders or members of the surviving
18entity under this chapter, ch. 183, or the surviving entity's organizational
19documents.
AB1112,19,220
2. If the surviving entity is a limited liability company, any act, other than the
21election or removal of managers of the surviving entity, for which approval of the
22shareholders of the surviving entity would be required under this chapter if the
23surviving entity were a corporation may be accomplished only with the additional
24approval of the shareholders of the holding company or any successor to the holding
1company, by the same vote as would be required for approval of the shareholders
2under this chapter if the surviving entity were a corporation.
AB1112,19,103
3. If the surviving entity is a limited liability company, any amendment of the
4organizational documents of the surviving entity that would be required under this
5chapter to be included in the articles of incorporation of the surviving entity if the
6surviving entity were a corporation, other than an amendment specified in s.
7180.1002, may be accomplished only with the additional approval of the
8shareholders of the holding company or any successor to the holding company, by the
9same vote as would be required for approval of the shareholders under this chapter
10if the surviving entity were a corporation.
AB1112,19,1611
4. If the surviving entity is a limited liability company, the affairs of the
12surviving entity are managed by or under the direction of a group of managers
13consisting of individuals who have the same fiduciary duties toward the surviving
14entity and its members as the directors of a corporation have toward the corporation
15and its shareholders and who are liable for breach of their duties to the same extent
16as directors of a corporation.
AB1112,19,1917
(g) In the opinion of the board of directors of the parent corporation, the
18shareholders of the parent corporation do not have a gain or loss under the Internal
19Revenue Code as a result of the merger.
AB1112,19,22
20(3) Articles of merger. The surviving entity shall include in the articles of
21merger under s. 180.1105 a statement that the merger was approved in accordance
22with this section and that the requirements of sub. (2) have been satisfied.
AB1112,19,24
23(4) Effect of merger. All of the following occur when a merger under sub. (2)
24takes effect:
AB1112,20,10
1(a) To the extent that the restrictions of s. 180.1131, 180.1141, or 180.1150
2applied to the parent corporation and its shareholders immediately prior to the
3effective time of the merger, the restrictions apply to the holding company and its
4shareholders immediately following the effective time of the merger to the same
5extent as if the holding company were the parent corporation as the corporation
6existed immediately prior to the effective time of the merger. For purposes of ss.
7180.1130, 180.1132, 180.1141, 180.1142, 180.1143, and 180.1150, the shares of the
8holding company acquired in the merger are deemed to have been acquired at the
9time and for the price and form of consideration that the shares of the parent
10corporation that were converted in the merger were acquired.
AB1112,20,1411
(b) If immediately prior to the effective time of the merger s. 180.1141,
12180.1142, or 180.1150 did not apply to a shareholder of the parent corporation, the
13section does not apply to the shareholder as a shareholder of the holding company
14solely by reason of the merger.
AB1112,20,2015
(c) If the corporate name of the holding company immediately following the
16effective time of the merger is the same as the corporate name of the parent
17corporation immediately prior to the effective time of the merger, the shares of the
18holding company into which the shares of the parent corporation are converted in the
19merger are represented by the certificates that previously represented shares of the
20parent corporation.
AB1112,20,2421
(d) A shareholder of the parent corporation immediately prior to the effective
22time of the merger retains any right that the shareholder had immediately prior to
23the effective time of the merger to institute or maintain a derivative proceeding in
24the right of the parent corporation.
AB1112,21,5
1(e) No act of the surviving entity that requires the additional approval of the
2shareholders of the holding company or any successor company pursuant to sub. (2)
3(f) shall give rise to dissenters' rights under ss. 180.1301 to 180.1331 for the
4shareholders or the beneficial shareholders of the holding company or any successor
5to the holding company.
AB1112,21,176
(f) To the extent that shares of the parent corporation immediately prior to the
7effective time of the merger constituted shares of a preexisting class, the shares of
8the holding company immediately following the effective time of the merger
9constitute shares of a preexisting class to the same extent as if the holding company
10were the parent corporation as the parent corporation existed immediately prior to
11the effective time of the merger. Shares or interests of the surviving entity do not
12constitute shares of a preexisting class for purposes of s. 180.1705. For purposes of
13s. 180.1707, to the extent that shares of the parent corporation immediately prior to
14the effective time of the merger constituted shares of a preexisting class, the shares
15or interests of the surviving entity constitute shares of a preexisting class to the same
16extent as if the surviving entity were the parent corporation as the parent
17corporation existed immediately prior to the effective time of the merger.
AB1112,22,918
(g) To the extent that the provisions of s. 180.1706 (4) applied to the parent
19corporation immediately prior to the effective time of the merger, the provisions
20apply to the holding company immediately following the effective time of the merger
21to the same extent as if the holding company were the parent corporation as the
22corporation existed immediately prior to the effective time of the merger. To the
23extent that the provisions of s. 180.1706 (4) applied to the parent corporation
24immediately prior to the effective time of the merger, if the surviving entity is a
25corporation, the provisions apply to the surviving entity immediately following the
1effective time of the merger to the same extent as if the surviving entity were the
2parent corporation as the corporation existed immediately prior to the effective time
3of the merger. To the extent that the provisions of s. 180.1706 (4) applied to the parent
4corporation immediately prior to the effective time of the merger, if the surviving
5entity is a limited liability company, the provisions apply to the corresponding
6provisions of the organizational documents of the surviving entity immediately
7following the effective time of the merger to the same extent as if the surviving entity
8were the parent corporation as the corporation existed immediately prior to the
9effective time of the merger.
AB1112,22,1810
(h) To the extent that immediately prior to the effective time of the merger
11shareholders of the parent corporation had rights or were subject to obligations or
12restrictions of the types referred to in s. 180.0627 (2), 180.0630 (4), 180.0722 (2),
13180.0730 (1), or 180.0731 (1), the rights, obligations, or restrictions apply to the
14shareholders of the holding company immediately following the effective time of the
15merger to the same extent as if the holding company were the parent corporation as
16the corporation existed immediately prior to the effective time of the merger, unless
17the agreement, waiver, proxy, or trust establishing the rights, obligations, or
18restrictions specifies otherwise.
AB1112, s. 26
19Section
26. 180.1105 (1) (a) and (b) of the statutes are repealed.
AB1112, s. 27
20Section
27. 180.1105 (1) (bm), (cm), (dm) and (e) to (h) of the statutes are
21created to read:
AB1112,22,2322
180.1105
(1) (bm) The name and state of incorporation of each corporation that
23is a party to the merger or share exchange.
AB1112,23,3
1(cm) A statement that a plan of merger or share exchange has been approved
2and adopted by each corporation that is a party to the merger or share exchange as
3required under s. 180.1103 or 180.1104, as applicable.
AB1112,23,44
(dm) The name of the surviving or acquiring corporation.
AB1112,23,95
(e) In the case of a merger, any amendments in the articles of incorporation of
6the surviving corporation that are intended by the parties to the merger to take effect
7upon the merger or, if there are no such amendments, a statement that the articles
8of incorporation of the surviving corporation or another corporation that is a party
9to the merger will be the articles of incorporation of the surviving corporation.
AB1112,23,1110
(f) A statement that the executed plan of merger or share exchange is on file
11at the principal place of business of the surviving or acquiring corporation.
AB1112,23,1612
(g) A statement that the surviving or acquiring corporation will provide a copy
13of the plan of merger or share exchange, upon request and without cost, to any
14shareholder of a corporation that was a party to the merger or share exchange or,
15upon payment to the surviving or acquiring corporation of an amount equal to the
16cost of producing the copy, to any other interested person.
AB1112,23,1917
(h) In the case of a merger, a statement indicating whether a business entity
18that merged with or into the surviving entity in the merger has a fee simple
19ownership interest in any Wisconsin real estate.
AB1112, s. 28
20Section
28. 180.1105 (1) (c) and (d) of the statutes are renumbered 180.1105
21(1) (am) and (i).
AB1112, s. 29
22Section
29. 180.1106 (1) (b) of the statutes is amended to read:
AB1112,24,523
180.1106
(1) (b) The title to all property owned by each business entity that is
24party to the merger is vested in the surviving business entity without reversion or
25impairment
, provided that, if a merging business entity has an interest in real estate
1in Wisconsin on the date of the merger, the merging business entity shall transfer
2that interest to the business entity surviving the merger and shall execute any real
3estate transfer return required under s. 77.22. The business entity surviving the
4merger shall promptly record the instrument of conveyance under s. 59.43 in the
5office of the register of deeds for each county in which the real estate is located.
AB1112, s. 30
6Section
30. 180.1130 (3) (a) (intro.) of the statutes is amended to read:
AB1112,24,127
180.1130
(3) (a) (intro.) Unless the merger or share exchange is subject to s.
8180.1104
or s. 180.11045, does not alter the contract rights of the shares as set forth
9in the articles of incorporation or does not change or convert in whole or in part the
10outstanding shares of the resident domestic corporation, a merger or share exchange
11of the resident domestic corporation or a subsidiary of the resident domestic
12corporation with any of the following:
AB1112, s. 31
13Section
31. 180.1130 (14) of the statutes is repealed and recreated to read:
AB1112,24,1614
180.1130
(14) "Valuation date" means the time when the closing price of the
15stock is determined on the day before the first public announcement of the proposed
16business combination.
AB1112, s. 32
17Section
32. 180.1140 (11) of the statutes is amended to read:
AB1112,24,2018
180.1140
(11) "Stock acquisition date", with respect to any person, means the
19date that time when that person first becomes an interested stockholder of that
20resident domestic corporation.
AB1112, s. 33
21Section
33. 180.1150 (2) of the statutes is amended to read:
AB1112,25,422
180.1150
(2) Unless otherwise provided in the articles of incorporation of a
23resident domestic corporation
or otherwise specified by the board of directors of the
24resident domestic corporation in accordance with s. 180.0824 (3), and except as
25provided in sub. (3) or as restored under sub. (5), the voting power of shares of a
1resident domestic corporation held by any person, including shares issuable upon
2conversion of convertible securities or upon exercise of options or warrants, in excess
3of 20% of the voting power in the election of directors shall be limited to 10% of the
4full voting power of those shares.
AB1112, s. 34
5Section
34. 180.1161 (4) (c) of the statutes is amended to read:
AB1112,25,146
180.1161
(4) (c) The business entity continues to be vested with title to all
7property owned by the business entity that was converted without reversion or
8impairment
, provided that, if the converting business entity has an interest in real
9estate in Wisconsin on the date of the conversion, the converting business entity shall
10transfer that interest to the business entity surviving the conversion and shall
11execute any real estate transfer return required under s. 77.22. The business entity
12surviving the conversion shall promptly record the instrument of conveyance under
13s. 59.43 in the office of the register of deeds for each county in which the real estate
14is located.
AB1112, s. 35
15Section
35. 180.1161 (5) (bm) of the statutes is created to read:
AB1112,25,1716
180.1161
(5) (bm) A statement indicating whether the business entity that is
17to be converted has a fee simple ownership interest in any Wisconsin real estate.
AB1112, s. 36
18Section
36. 180.1201 (title) of the statutes is amended to read:
AB1112,25,20
19180.1201 (title)
Sale of assets in regular course of business; mortgage
20of assets; transfer of assets to subsidiary.
AB1112, s. 37
21Section
37. 180.1201 (1) (d) of the statutes is created to read:
AB1112,26,222
180.1201
(1) (d) Transfer any or all of its assets to one or more corporations or
23other entities, all of the shares or interests of which are owned by the corporation,
24unless the transfer is in connection with a plan or action involving the sale, exchange,
1or disposal of all or substantially all of the assets of the corporation and requires
2shareholder approval under s. 180.1202.
AB1112, s. 38
3Section
38. 180.1201 (2) of the statutes is amended to read:
AB1112,26,54
180.1201
(2) Unless required by the articles of incorporation, approval by the
5shareholders of a transaction
described permitted in sub. (1) is not required.
AB1112, s. 39
6Section
39. 180.1302 (1) (a) 3. of the statutes is created to read:
AB1112,26,97
180.1302
(1) (a) 3. The issuer corporation is a parent that is merged with its
8subsidiary under s. 180.1104. This subdivision does not apply if all of the following
9are true:
AB1112,26,1210
a. The articles of incorporation of the surviving corporation do not differ from
11the articles of incorporation of the parent before the merger, except for amendments
12specified in s. 180.1002 (1) to (9).
AB1112,26,1613
b. Each shareholder of the parent whose shares were outstanding immediately
14before the effective time of the merger holds the same number of shares with
15identical designations, preferences, limitations, and relative rights, immediately
16after the merger.
AB1112,26,2217
c. The number of voting shares, as defined in s. 180.1103 (5) (a) 2., outstanding
18immediately after the merger, plus the number of voting shares issuable as a result
19of the merger, either by the conversion of securities issued pursuant to the merger
20or the exercise of rights or warrants issued pursuant to the merger, do not exceed by
21more than 20 percent the total number of voting shares of the parent outstanding
22immediately before the merger.
AB1112,27,323
d. The number of participating shares, as defined in s. 180.1103 (5) (a) 1.,
24outstanding immediately after the merger, plus the number of participating shares
25issuable as a result of the merger, either by the conversion of securities issued
1pursuant to the merger or the exercise of rights or warrants issued pursuant to the
2merger, do not exceed by more than 20 percent the total number of participating
3shares of the parent outstanding immediately before the merger.
AB1112, s. 40
4Section
40. 180.1302 (4) of the statutes is amended to read:
AB1112,27,115
180.1302
(4) Except in a business combination or unless Unless the articles of
6incorporation provide otherwise, subs. (1) and (2) do not apply to the holders of shares
7of any class or series if the shares of the class or series are registered on a national
8securities exchange or quoted on the National Association of Securities Dealers, Inc.,
9automated quotations system on the record date fixed to determine the shareholders
10entitled to notice of a shareholders meeting at which shareholders are to vote on the
11proposed corporate action.
AB1112, s. 41
12Section
41. 181.0121 (1) (a) 4. of the statutes is amended to read:
AB1112,27,1713
181.0121
(1) (a) 4. An application for a certificate of conversion under s.
14181.1161 (5).
The form prescribed under this subdivision shall indicate that if the
15business entity that is to be converted has a fee simple ownership interest in
16Wisconsin real estate, the entity is required to file a report with the department of
17revenue under s. 73.13.
AB1112, s. 42
18Section
42. 181.0121 (2) of the statutes is amended to read:
AB1112,27,2519
181.0121
(2) Permissive forms. The department may prescribe and furnish on
20request forms for other documents required or permitted to be filed by this chapter,
21but use of these forms is not mandatory.
If the department prescribes a form for
22articles of merger under s. 181.1105, the form shall indicate that if a business entity
23that is acquired in the merger has a fee simple ownership interest in Wisconsin real
24estate, the business entity that survives the merger is required to file a report with
25the department of revenue under s. 73.13.
AB1112, s. 43
1Section
43. 181.1105 (1m) of the statutes is created to read: