SB218: Bill Text

SB218,10,25 (d) In the case of a merger, any amendments in the articles of incorporation of the surviving corporation that are intended by the parties to the merger to take effect upon the merger or, if there are no such amendments, a statement that the articles of incorporation of the surviving corporation or another corporation that is a party to the merger will be the articles of incorporation of the surviving corporation.

SB218,11,2 (e) That the executed plan of merger or share exchange is on file at the principal place of business of the surviving or acquiring corporation.

SB218,11,7 (f) That the surviving or acquiring corporation will provide a copy of the plan of merger or share exchange, upon request and without cost, to any shareholder of a corporation that was a party to the merger or share exchange or, upon payment to the surviving or acquiring corporation of an amount equal to the cost of producing the copy, to any other interested person.

SB218, s. 18 Section 18. 180.1106 (1) (b) of the statutes is amended to read:

SB218,11,16 180.1106 (1) (b) The title to all property owned by each business entity that is party to the merger is vested in the surviving business entity without reversion or impairment, provided that, if a merging business entity has an interest in real estate in Wisconsin on the date of the merger, the merging business entity shall transfer that interest to the business entity surviving the merger and shall execute any real estate transfer return required under s. 77.22. The business entity surviving the merger shall promptly record the instrument of conveyance under s. 59.43 in the office of the register of deeds for each county in which the real estate is located.

SB218, s. 19 Section 19. 180.1130 (14) of the statutes is repealed and recreated to read:

SB218,11,20 180.1130 (14) "Valuation date" means the time at which the closing price of the stock is determined on the day before the first public announcement of the proposed business combination.

SB218, s. 20 Section 20. 180.1140 (11) of the statutes is amended to read:

SB218,11,24 180.1140 (11) "Stock acquisition date", with respect to any person, means the date time that that person first becomes an interested stockholder of that resident domestic corporation.

SB218, s. 21 Section 21. 180.1150 (2) of the statutes is amended to read:

SB218,12,8 180.1150 (2) Unless otherwise provided in the articles of incorporation of a resident domestic corporation or otherwise specified by the board of directors of the resident domestic corporation in accordance with s. 180.0824 (3) and except as provided in sub. (3) or as restored under sub. (5), the voting power of shares of 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.

SB218, s. 22 Section 22. 180.1161 (4) (c) of the statutes is amended to read:

SB218,12,18 180.1161 (4) (c) The business entity continues to be vested with title to all property owned by the business entity that was converted without reversion or impairment, provided that, if the converting business entity has an interest in real estate in Wisconsin on the date of the conversion, the converting business entity shall transfer that interest to the business entity surviving the conversion and shall execute any real estate transfer return required under s. 77.22. The business entity surviving the conversion shall promptly record the instrument of conveyance under s. 59.43 in the office of the register of deeds for each county in which the real estate is located.

SB218, s. 23 Section 23. 180.1201 (title) of the statutes is amended to read:

SB218,12,21 180.1201 (title) Sale of assets in regular course of business; mortgage of assets; transfer of assets to subsidiary.

SB218, s. 24 Section 24. 180.1201 (1) (d) of the statutes is created to read:

SB218,13,2 180.1201 (1) (d) Transfer any or all of its assets to one or more corporations or other entities, all of the shares or interests of which are owned by the corporation, unless the transfer is in connection with a plan or action involving the sale, exchange, or disposal of all or substantially all of the assets of the corporation and requires shareholder approval under s. 180.1202.

SB218, s. 25 Section 25. 180.1201 (2) of the statutes is amended to read:

SB218,13,5 180.1201 (2) Unless required by the articles of incorporation, approval by the shareholders of a transaction described permitted in sub. (1) is not required.

SB218, s. 26 Section 26. 180.1302 (4) of the statutes is amended to read:

SB218,13,13 180.1302 (4) Except in a business combination or unless Unless the articles of incorporation provide otherwise, subs. (1) and (2) do not apply to the holders of shares of any class or series if the shares of the class or series are registered on a national securities exchange or quoted on the National Association of Securities Dealers, Inc., automated quotations system on the record date fixed to determine the shareholders entitled to notice of a shareholders meeting at which shareholders are to vote on the proposed corporate action.

SB218, s. 27 Section 27. 180.1805 (5) of the statutes is amended to read:

SB218,13,17 180.1805 (5) By merger or share exchange that becomes effective under ss. 180.1101 to 180.1107 180.1106, or a share exchange of existing shares for other shares of a different class or series in the corporation.

SB218, s. 28 Section 28. 181.1106 (2) of the statutes is amended to read:

SB218,14,3 181.1106 (2) Title to property. The title to all real estate and other property owned by each business entity that is a party to the merger is vested in the surviving business entity without reversion or impairment subject to any conditions to which the property was subject before the merger, provided that, if a merging business entity has an interest in real estate in Wisconsin on the date of the merger, the merging business entity shall transfer that interest to the business entity surviving the merger and shall execute any real estate transfer return required under s. 77.22. The business entity surviving the merger shall promptly record the instrument of conveyance under s. 59.43 in the office of the register of deeds for each county in which the real estate is located.

SB218, s. 29 Section 29. 181.1161 (4) (c) of the statutes is amended to read:

SB218,14,13 181.1161 (4) (c) The business entity continues to be vested with title to all property owned by the business entity that was converted without reversion or impairment, provided that, if the converting business entity has an interest in real estate in Wisconsin on the date of the conversion, the converting business entity shall transfer that interest to the business entity surviving the conversion and shall execute any real estate transfer return required under s. 77.22. The business entity surviving the conversion shall promptly record the instrument of conveyance under s. 59.43 in the office of the register of deeds for each county in which the real estate is located.

SB218, s. 30 Section 30. 183.1205 (2) of the statutes is amended to read:

SB218,14,22 183.1205 (2) The title to all property owned by each business entity that is a party to the merger is vested in the surviving business entity without reversion or impairment, provided that, if a merging business entity has an interest in real estate in Wisconsin on the date of the merger, the merging business entity shall transfer that interest to the business entity surviving the merger and shall execute any real estate transfer return required under s. 77.22. The business entity surviving the merger shall promptly record the instrument of conveyance under s. 59.43 in the office of the register of deeds for each county in which the real estate is located.

SB218, s. 31 Section 31. 183.1207 (4) (c) of the statutes is amended to read:

SB218,15,7 183.1207 (4) (c) The business entity continues to be vested with title to all property owned by the business entity that was converted without reversion or impairment, provided that, if the converting business entity has an interest in real estate in Wisconsin on the date of the conversion, the converting business entity shall transfer that interest to the business entity surviving the conversion and shall execute any real estate transfer return required under s. 77.22. The business entity surviving the conversion shall promptly record the instrument of conveyance under s. 59.43 in the office of the register of deeds for each county in which the real estate is located.

SB218,15,8 (End)