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-ASA1,1388,2018
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-ASA1,1389,222
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-ASA1,1389,104
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-ASA1,1389,1513
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-ASA1,1389,2017
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-ASA1,1390,1122
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-ASA1,1390,2013
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-ASA1,1390,2422
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-ASA1,1391,2
1180.1130
(13) (f) An offer by the
issuing public resident domestic corporation
2to acquire its own equity securities.
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-ASA1,1391,129
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-ASA1,1391,2114
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-ASA1,1392,323
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-ASA1,1392,13
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-ASA1,1392,2015
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-ASA1,1392,2522
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-ASA1,1393,159
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-ASA1,1393,1817
180.1150
(1) (c) "Resident domestic corporation" has the meaning given in s.
18180.1130 (10m).
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-ASA1,1394,64
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-ASA1,1394,108
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-ASA1,1394,1312
180.1150
(3) (f) Shares acquired from the
issuing public resident domestic 13corporation.
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-ASA1,1394,2320
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-ASA1,1395,4
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-ASA1,1395,86
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-ASA1,1395,2210
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-ASA1,1396,524
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-ASA1,1396,177
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-ASA1,1396,2319
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-ASA1,1397,4
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-ASA1,1397,76
180.1422
(1) (b)
That A statement that each ground for dissolution either did
7not exist or has been
eliminated cured.
AB100-ASA1,1397,109
180.1422
(1) (c)
That A statement that the corporation's name satisfies s.
10180.0401.
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-ASA1,1397,1716
180.1422
(2) (a) 2. That all fees and penalties owed by the corporation to the
17department
under this chapter have been paid.
AB100-ASA1,1397,2219
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-ASA1,1398,524
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-ASA1,1398,87
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-ASA1,1398,1210
181.563
(1) (intro.) A corporation that is administratively dissolved may apply
11to the department for reinstatement
within 2 years after the later of January 1, 1994,
12or the effective date of dissolution. The application shall include all of the following:
AB100-ASA1,1398,1514
181.563
(1) (b)
That A statement that each ground for dissolution either did not
15exist or has been
eliminated cured.
AB100-ASA1,1398,1717
181.563
(1) (c)
That A statement that the corporation's name satisfies s. 181.06.
