Amendment ASA1-AB100

AB100-ASA1, s. 3131bm Section 3131bm. 180.0722 (8) (b) of the statutes is amended to read:

AB100-ASA1,1387,25 180.0722 (8) (b) Shall be solicited and appointed apart from the sale of or offer to purchase shares of the issuing public resident domestic corporation, as defined in s. 180.1150 (1) (a) 180.1150 (1) (c).

AB100-ASA1, s. 3131bs Section 3131bs. 180.0722 (8) (c) of the statutes is amended to read:

AB100-ASA1,1388,5 180.0722 (8) (c) May not be solicited sooner than 30 days before the meeting called under s. 180.1150 (5), unless otherwise agreed in writing by the person acting under s. 180.1150 and the directors of the issuing public resident domestic corporation, as defined in s. 180.1150 (1) (a) (c).

AB100-ASA1, s. 3131c Section 3131c. 180.1130 (1) (a) of the statutes is amended to read:

AB100-ASA1,1388,11 180.1130 (1) (a) An organization, other than the issuing public resident domestic corporation or a subsidiary of the issuing public resident domestic 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.

AB100-ASA1, s. 3131cm Section 3131cm. 180.1130 (1) (c) of the statutes is amended to read:

AB100-ASA1,1388,16 180.1130 (1) (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 resident domestic corporation or of an affiliate of the issuing public resident domestic corporation.

AB100-ASA1, s. 3131d Section 3131d. 180.1130 (2) (b) of the statutes is amended to read:

AB100-ASA1,1388,20 180.1130 (2) (b) The existence of an option from, or other arrangement with, an issuing public a resident domestic corporation to acquire securities of the issuing public resident domestic corporation.

AB100-ASA1, s. 3131e Section 3131e. 180.1130 (3) (a) (intro.) of the statutes is amended to read:

AB100-ASA1,1389,2 180.1130 (3) (a) (intro.) 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 resident domestic corporation, a merger or share exchange of the issuing public resident domestic corporation or a subsidiary of the issuing public resident domestic corporation with any of the following:

AB100-ASA1, s. 3131em Section 3131em. 180.1130 (3) (b) of the statutes is amended to read:

AB100-ASA1,1389,10 180.1130 (3) (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 resident domestic corporation or a subsidiary of the issuing public resident domestic 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 a resident domestic corporation, if not made in the usual and regular course of its business.

AB100-ASA1, s. 3131f Section 3131f. 180.1130 (8) of the statutes is repealed.

AB100-ASA1, s. 3131g Section 3131g. 180.1130 (9) (a) 4. of the statutes is amended to read:

AB100-ASA1,1389,15 180.1130 (9) (a) 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 resident domestic corporation.

AB100-ASA1, s. 3131gm Section 3131gm. 180.1130 (10m) of the statutes is created to read:

AB100-ASA1,1389,20 180.1130 (10m) "Resident domestic corporation" means a resident domestic corporation, as defined in s. 180.1140 (9), if that corporation does not have a class of voting stock that is registered or traded on a national securities exchange or that is registered under section 12 (g) of the Securities Exchange Act.

AB100-ASA1, s. 3131h Section 3131h. 180.1130 (11) of the statutes is amended to read:

AB100-ASA1,1390,11 180.1130 (11) "Significant shareholder", with respect to an issuing public a resident domestic 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 resident domestic corporation; or is an affiliate of the issuing public resident domestic 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 resident domestic 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 a resident domestic corporation.

AB100-ASA1, s. 3131i Section 3131i. 180.1130 (13) (intro.) of the statutes is amended to read:

AB100-ASA1,1390,20 180.1130 (13) (intro.) "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 a resident domestic corporation, pursuant to a tender offer or request or invitation for tenders, if after the acquisition thereof the offer or, 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 a resident domestic corporation pursuant to:

AB100-ASA1, s. 3131im Section 3131im. 180.1130 (13) (d) of the statutes is amended to read:

AB100-ASA1,1390,24 180.1130 (13) (d) An offer made to all the shareholders of the issuing public resident domestic corporation, if the number of its shareholders does not exceed 100 at the time of the offer.

AB100-ASA1, s. 3131j Section 3131j. 180.1130 (13) (f) of the statutes is amended to read:

AB100-ASA1,1391,2 180.1130 (13) (f) An offer by the issuing public resident domestic corporation to acquire its own equity securities.

AB100-ASA1, s. 3131k Section 3131k. 180.1131 (intro.) of the statutes is amended to read:

AB100-ASA1,1391,7 180.1131 Shareholder vote. (intro.) In addition to a vote otherwise required by law or the articles of incorporation of the issuing public resident domestic 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:

AB100-ASA1, s. 3131km Section 3131km. 180.1132 (1) (a) (intro.) of the statutes is amended to read:

AB100-ASA1,1391,12 180.1132 (1) (a) (intro.) 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 resident domestic corporation in the business combination is at least equal to the highest of the following:

AB100-ASA1, s. 3131L Section 3131L. 180.1132 (2) (c) of the statutes is amended to read:

AB100-ASA1,1391,21 180.1132 (2) (c) An issuing public A resident domestic corporation whose shareholders adopt an amendment to the articles of incorporation on or after April 24, 1984, by a vote of at least 80% of the votes entitled to be cast by outstanding shares of voting shares of the issuing public resident domestic corporation, voting together as a single voting group and by two-thirds of the votes entitled to be cast by persons, if any, who are not significant shareholders of the issuing public resident domestic corporation, voting together as a single voting group, expressly electing not to be governed by ss. 180.1130 to 180.1134.

AB100-ASA1, s. 3131m Section 3131m. 180.1132 (3) of the statutes is amended to read:

AB100-ASA1,1392,3 180.1132 (3) Opt-in for certain corporations. A corporation that is not an issuing public a resident domestic corporation may elect, by express provision in its articles of incorporation, to be subject to ss. 180.1130 to 180.1134 as if it were an issuing public a resident domestic corporation unless its articles of incorporation contain a provision stating that the corporation is a close corporation under ss. 180.1801 to 180.1837.

AB100-ASA1, s. 3131n Section 3131n. 180.1134 (intro.) of the statutes is amended to read:

AB100-ASA1,1392,13 180.1134 Actions during take-over offer. (intro.) In addition to a vote otherwise required by law or the articles of incorporation of the issuing public resident domestic corporation, approval by vote of holders of a majority of the shares of the issuing public resident domestic corporation entitled to vote on the proposal is required at a shareholders' meeting held in conformance with ss. 180.0705 and 180.0725 before any of the following actions may be taken by the officers or board of directors of the issuing public resident domestic corporation, while a take-over offer is being made, or after a take-over offer has been publicly announced and before it is concluded, for the issuing public resident domestic corporation's voting shares:

AB100-ASA1, s. 3131nm Section 3131nm. 180.1134 (1) of the statutes is amended to read:

AB100-ASA1,1392,20 180.1134 (1) Acquiring more than 5% of the issuing public resident domestic corporation's voting shares at a price above the market value from any individual who or organization which holds more than 3% of the voting shares and has held the shares for less than 2 years, unless the issuing public resident domestic corporation makes at least an equal offer to acquire all voting shares and all securities which may be converted into voting shares.

AB100-ASA1, s. 3131o Section 3131o. 180.1134 (2) of the statutes is amended to read:

AB100-ASA1,1392,25 180.1134 (2) Selling or optioning assets of the issuing public resident domestic corporation which amount to at least 10% of the market value of the issuing public resident domestic corporation. This subsection does not apply to an issuing public a resident domestic corporation if all of the following are satisfied:

AB100-ASA1,1393,3 (a) The issuing public resident domestic corporation has at least 3 directors who are not either officers or employes of the issuing public resident domestic corporation.

AB100-ASA1,1393,6 (b) A majority of the directors who are not either officers or employes of the issuing public resident domestic corporation vote to not be governed by this subsection.

AB100-ASA1, s. 3131p Section 3131p. 180.1150 (1) (a) of the statutes is repealed.

AB100-ASA1, s. 3131pm Section 3131pm. 180.1150 (1) (b) of the statutes is amended to read:

AB100-ASA1,1393,15 180.1150 (1) (b) "Person" includes 2 or more individuals or persons acting as a group for the purpose of acquiring or holding securities of an issuing public a resident domestic corporation, but does not include a bank, broker, nominee, trustee or other person that acquires or holds shares in the ordinary course of business for others in good faith and not for the purpose of avoiding this section unless the person may exercise or direct the exercise of votes with respect to the shares at a meeting of shareholders without further instruction from another.

AB100-ASA1, s. 3131r Section 3131r. 180.1150 (1) (c) of the statutes is created to read:

AB100-ASA1,1393,18 180.1150 (1) (c) "Resident domestic corporation" has the meaning given in s. 180.1130 (10m).

AB100-ASA1, s. 3131s Section 3131s. 180.1150 (2) of the statutes is amended to read:

AB100-ASA1,1394,2 180.1150 (2) Unless otherwise provided in the articles of incorporation of an issuing public a resident domestic corporation and except as provided in sub. (3) or as restored under sub. (5), the voting power of shares of an issuing public a resident domestic corporation held by any person, including shares issuable upon conversion of convertible securities or upon exercise of options or warrants, in excess of 20% of the voting power in the election of directors shall be limited to 10% of the full voting power of those shares.

AB100-ASA1, s. 3131sm Section 3131sm. 180.1150 (3) (intro.) of the statutes is amended to read:

AB100-ASA1,1394,6 180.1150 (3) (intro.) Shares of an issuing public a resident domestic corporation held, acquired or to be acquired in any of the following circumstances are excluded from the application of this section:

AB100-ASA1, s. 3131t Section 3131t. 180.1150 (3) (e) of the statutes is amended to read:

AB100-ASA1,1394,10 180.1150 (3) (e) Shares acquired under s. 180.1101, 180.1102, 180.1104 or 180.1107 if the issuing public resident domestic corporation is a party to the merger or share exchange.

AB100-ASA1, s. 3131u Section 3131u. 180.1150 (3) (f) of the statutes is amended to read:

AB100-ASA1,1394,13 180.1150 (3) (f) Shares acquired from the issuing public resident domestic corporation.

AB100-ASA1, s. 3131um Section 3131um. 180.1150 (3) (g) of the statutes is amended to read:

AB100-ASA1,1394,18 180.1150 (3) (g) Shares acquired under an agreement entered into at a time when the issuing public resident domestic corporation was not neither a resident domestic corporation nor an issuing public corporation under s. 180.1150 (1) (a), 1995 stats.

AB100-ASA1, s. 3131v Section 3131v. 180.1150 (3) (i) of the statutes is amended to read:

AB100-ASA1,1394,23 180.1150 (3) (i) Shares acquired in a transaction incident to which the shareholders of the issuing public resident domestic corporation have voted under sub. (5) to approve the person's resolution delivered under sub. (4) to restore the full voting power of all of that person's shares.

AB100-ASA1, s. 3131w Section 3131w. 180.1150 (4) (intro.) of the statutes is amended to read:

AB100-ASA1,1395,4 180.1150 (4) (intro.) A person desiring a shareholder vote under sub. (5) shall deliver to the issuing public resident domestic corporation at its principal office a form of shareholder resolution with an accompanying notice containing all of the following:

AB100-ASA1, s. 3131x Section 3131x. 180.1150 (4) (c) of the statutes is amended to read:

AB100-ASA1,1395,8 180.1150 (4) (c) The number of shares of the issuing public resident domestic corporation owned by the person of record and beneficially under the meaning prescribed in rule 13d-3 under the securities exchange act of 1934.

AB100-ASA1, s. 3131xm Section 3131xm. 180.1150 (4) (f) of the statutes is amended to read:

AB100-ASA1,1395,22 180.1150 (4) (f) If shares representing in excess of 20% of the voting power were acquired or are proposed to be acquired for the purpose of gaining control of the issuing public resident domestic corporation, the terms of the proposed acquisition, including but not limited to the source of funds or other consideration and the material terms of the financial arrangements for the acquisition, any plans or proposals of the person to liquidate the issuing public resident domestic corporation, to sell all or substantially all of its assets, or merge it or exchange its shares with any other person, to change the location of its principal office or of a material portion of its business activities, to change materially its management or policies of employment, to alter materially its relationship with suppliers or customers or the communities in which it operates, or make any other material change in its business, corporate structure, management or personnel, and such other material information as would affect the decision of a shareholder with respect to voting on the resolution.

AB100-ASA1, s. 3131y Section 3131y. 180.1150 (5) (a) of the statutes is amended to read:

AB100-ASA1,1396,5 180.1150 (5) (a) Within 10 days after receipt of a resolution and notice under sub. (4), the directors of the issuing public resident domestic corporation shall fix a date for a special meeting of the shareholders to vote on the resolution. The meeting shall be held no later than 50 days after receipt of the resolution and notice under sub. (4), unless the person agrees to a later date, and no sooner than 30 days after receipt of the resolution and notice, if the person so requests in writing when delivering the resolution and notice.

AB100-ASA1, s. 3131ym Section 3131ym. 180.1150 (5) (d) of the statutes is amended to read:

AB100-ASA1,1396,17 180.1150 (5) (d) An issuing public A resident domestic corporation is not required to hold more than 2 meetings under par. (a) in any 12-month period with respect to resolutions and notices presented by the same person unless the person pays to the issuing public corporation, in advance of the 3rd or subsequent such meeting the reasonable expenses of the meeting including, without limitation, fees and expenses of counsel, as estimated in good faith by the board of directors of the issuing public resident domestic corporation and communicated in writing to the person within 10 days after receipt of a 3rd or subsequent resolution and notice from the person. In such event, notwithstanding par. (a), the directors may fix a date for the meeting within 10 days after receipt of payment in full of such estimated expenses rather than within 10 days after receipt of the resolution and notice.

AB100-ASA1, s. 3131yn Section 3131yn. 180.1150 (7) of the statutes is amended to read:

AB100-ASA1,1396,23 180.1150 (7) A corporation that is not an issuing public a resident domestic corporation may elect, by express provision in its articles of incorporation, to be subject to this section as if it were an issuing public a resident domestic corporation unless its articles of incorporation contain a provision stating that the corporation is a close corporation under ss. 180.1801 to 180.1837.

AB100-ASA1, s. 3131yp Section 3131yp. 180.1422 (1) (intro.) of the statutes is amended to read:

AB100-ASA1,1397,4 180.1422 (1) (intro.) A corporation that is administratively dissolved may apply to the department for reinstatement within 2 years after the later of January 1, 1991, or the effective date of dissolution. The application shall include all of the following:

AB100-ASA1, s. 3131yq Section 3131yq. 180.1422 (1) (b) of the statutes is amended to read:

AB100-ASA1,1397,7 180.1422 (1) (b) That A statement that each ground for dissolution either did not exist or has been eliminated cured.

AB100-ASA1, s. 3131yr Section 3131yr. 180.1422 (1) (c) of the statutes is amended to read:

AB100-ASA1,1397,10 180.1422 (1) (c) That A statement that the corporation's name satisfies s. 180.0401.

AB100-ASA1, s. 3131ys Section 3131ys. 180.1422 (2) (a) (intro.) of the statutes is amended to read:

AB100-ASA1,1397,14 180.1422 (2) (a) (intro.) The department shall cancel the certificate of dissolution and prepare issue a certificate of reinstatement that complies with par. (b) if the department determines all of the following:

AB100-ASA1, s. 3131yt Section 3131yt. 180.1422 (2) (a) 2. of the statutes is amended to read:

AB100-ASA1,1397,17 180.1422 (2) (a) 2. That all fees and penalties owed by the corporation to the department under this chapter have been paid.

AB100-ASA1, s. 3131yu Section 3131yu. 180.1422 (2) (b) of the statutes is amended to read:

AB100-ASA1,1397,22 180.1422 (2) (b) The certificate of reinstatement shall state the department's determination under par. (a) and the effective date of reinstatement. The department shall file the original of the certificate and return provide a copy to the corporation or its representative.

AB100-ASA1, s. 3131z Section 3131z. 180.1602 (2) (c) of the statutes is amended to read:

AB100-ASA1,1398,5 180.1602 (2) (c) A person that has delivered the resolution under s. 180.1150 (4) may, by giving written notice to the issuing public resident domestic corporation, as defined in s. 180.1150 (1) (a) (c), that complies with s. 180.0141, inspect and copy the record of shareholders of the issuing public resident domestic corporation, in person or by agent or attorney at any reasonable time for the purpose of communicating with the shareholders in connection with the special shareholders' meeting under s. 180.1150 (5).

AB100-ASA1, s. 3131zc Section 3131zc. 180.1708 (7) (bm) of the statutes is amended to read:

AB100-ASA1,1398,8 180.1708 (7) (bm) Section Sections 180.1422 applies and 180.1423 apply to an administrative dissolution before, on or after January 1, 1991.

AB100-ASA1, s. 3131zf Section 3131zf. 181.563 (1) (intro.) of the statutes is amended to read: