180.1102(1)(1) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation, by resolution adopted by each board, approves a plan of share exchange and, if required by
s. 180.1103, its shareholders also approve the plan of share exchange.
180.1102(2)
(2) The plan of share exchange shall set forth all of the following:
180.1102(2)(a)
(a) The name of the corporation whose shares will be acquired and the name of the acquiring corporation.
180.1102(2)(c)
(c) The manner and basis of exchanging the shares to be acquired for shares, obligations or other securities of the acquiring or any other corporation or for cash or other property in whole or part.
180.1102(3)
(3) The plan of share exchange may set forth other provisions relating to the exchange.
180.1102(4)
(4) This section does not limit the power of a corporation to acquire all or part of the shares of one or more classes or series of another corporation through a voluntary exchange or otherwise.
180.1102 History
History: 1989 a. 303.
180.1103
180.1103
Action on plan of merger or share exchange. 180.1103(1)(1)
Submit to shareholders. After adopting and approving a plan of merger or share exchange, the board of directors of each corporation that is party to the merger, and the board of directors of the corporation whose shares will be acquired in the share exchange, shall submit the plan of merger, except as provided in
sub. (5), or share exchange for approval by its shareholders.
180.1103(2)
(2) Meeting notice. The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with
s. 180.0705, except that the notice shall be given at least 20 days before the meeting date. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger or share exchange and shall contain or be accompanied by a copy or summary of the plan.
180.1103(3)
(3) Required vote. Unless this chapter, the articles of incorporation or bylaws adopted under authority granted in the articles of incorporation require a greater vote or a vote by voting groups, the plan of merger or share exchange to be authorized shall be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.
180.1103(4)
(4) Separate voting by voting groups. Separate voting by voting groups is required on any of the following:
180.1103(4)(a)
(a) A plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation, would require action by one or more separate voting groups on the proposed amendment under
s. 180.1004, except as provided in
s. 180.1707.
180.1103(4)(b)
(b) A plan of share exchange by each class or series of shares included in the exchange, with each class or series constituting a separate voting group.
180.1103(5)
(5) When shareholder approval of merger not required. 180.1103(5)(a)1.
1. "Participating shares" means shares that entitle their holders to participate, without limitation, in distributions.
180.1103(5)(a)2.
2. "Voting shares" means shares that entitle their holders to vote unconditionally in elections of directors.
180.1103(5)(b)
(b) Action by the shareholders of the surviving corporation on a plan of merger is not required if all of the following conditions are satisfied:
180.1103(5)(b)1.
1. The articles of incorporation of the surviving corporation will not differ, except for amendments enumerated in
s. 180.1002, from its articles of incorporation before the merger.
180.1103(5)(b)2.
2. Each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations and relative rights, immediately after.
180.1103(5)(b)3.
3. The number of voting shares outstanding immediately after the merger, plus the number of voting shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights or warrants issued pursuant to the merger, will not exceed by more than 20% the total number of voting shares of the surviving corporation outstanding immediately before the merger.
180.1103(5)(b)4.
4. The number of participating shares outstanding immediately after the merger, plus the number of participating shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights or warrants issued pursuant to the merger, will not exceed by more than 20% the total number of participating shares of the surviving corporation outstanding immediately before the merger.
180.1103(6)
(6) Merger or share exchange abandoned. After a merger or share exchange is authorized, and at any time before articles of merger or share exchange are filed, the planned merger or share exchange may be abandoned, subject to any contractual rights, without further shareholder action, in accordance with the procedure set forth in the plan of merger or share exchange or, if none is set forth, in the manner determined by the board of directors.
180.1103 History
History: 1989 a. 303;
1991 a. 16.
180.1104(1)
(1) A parent corporation owning at least 90% of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary into itself without approval of the shareholders of the parent or subsidiary.
180.1104(2)
(2) The board of directors of the parent corporation shall adopt a plan of merger that sets forth all of the following:
180.1104(2)(b)
(b) The manner and basis of converting the shares of the subsidiary into shares, obligations or other securities of the parent or any other corporation or into cash or other property in whole or part.
180.1104(3)
(3) The parent shall mail a copy or summary of the plan of merger to each shareholder of the subsidiary who does not waive the mailing requirement in writing.
180.1104(4)
(4) The parent may not deliver articles of merger to the department for filing until at least 30 days after the date on which it mailed a copy of the plan of merger to each shareholder of the subsidiary who did not waive the mailing requirement.
180.1104(5)
(5) Articles of merger under this section may not contain amendments to the articles of incorporation of the parent corporation, except for amendments enumerated in
s. 180.1002.
180.1104 History
History: 1989 a. 303;
1995 a. 27.
180.1105
180.1105
Articles of merger or share exchange. 180.1105(1)(1) Except as provided in
s. 180.1104 (4), after a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the department for filing articles of merger or share exchange setting forth all of the following:
180.1105(2)
(2) A merger or share exchange takes effect upon the effective date of the articles of merger or share exchange.
180.1105 History
History: 1989 a. 303;
1995 a. 27.
180.1106
180.1106
Effect of merger or share exchange. 180.1106(1)
(1) All of the following occur when a merger takes effect:
180.1106(1)(a)
(a) Every other corporation that is party to the merger merges into the surviving corporation and the separate existence of every corporation party to the merger except the surviving corporation ceases.
180.1106(1)(b)
(b) The title to all property owned by each corporation that is party to the merger is vested in the surviving corporation without reversion or impairment.
180.1106(1)(c)
(c) The surviving corporation has all liabilities of each corporation that is party to the merger.
180.1106(1)(d)
(d) A civil, criminal, administrative or investigatory proceeding pending against any corporation that is party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased.
180.1106(1)(e)
(e) The articles of incorporation of the surviving corporation are amended to the extent provided in the plan of merger.
180.1106(1)(f)
(f) The shares of each corporation that is party to the merger that are to be converted into shares, obligations or other securities of the surviving corporation or any other corporation or into cash or other property are converted, and the former holders of the shares are entitled only to the rights provided in the articles of merger or to their rights under
ss. 180.1301 to
180.1331.
180.1106(2)
(2) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan, and the former holders of the shares are entitled only to the exchange rights provided in the articles of share exchange or to their rights under
ss. 180.1301 to
180.1331.
180.1106 History
History: 1989 a. 303.
180.1107
180.1107
Merger or share exchange with foreign corporation. 180.1107(1)(1) One or more foreign corporations may merge or enter into a share exchange with one or more domestic corporations if all of the following are satisfied:
180.1107(1)(a)
(a) In a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger.
180.1107(1)(b)
(b) In a share exchange, the shares of a domestic corporation will be acquired, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring foreign corporation is incorporated.
180.1107(1)(c)
(c) If the foreign corporation is the surviving corporation of the merger or acquiring corporation of the share exchange the foreign corporation complies with
s. 180.1105 to the extent that a domestic corporation must comply with that section.
180.1107(1)(d)
(d) In a merger, each domestic corporation complies with
ss. 180.1101 and
180.1103, except as provided in
sub. (2), or with
s. 180.1104 if the merger merges a subsidiary into its parent as described in that section, and, if the domestic corporation is the surviving corporation, with
s. 180.1105.
180.1107(1)(e)
(e) In a share exchange, each domestic corporation complies with
ss. 180.1102 and
180.1103, except as provided in
sub. (2), and, if the domestic corporation is the acquiring corporation, with
s. 180.1105.
180.1107(2)(a)(a) Notwithstanding
s. 180.1101 (2), if a domestic corporation plans to merge with one or more foreign corporations, its plan of merger shall set forth all of the following:
180.1107(2)(a)1.
1. The name of each domestic corporation or foreign corporation planning to merge and the name of the surviving domestic corporation or foreign corporation into which each other domestic corporation or foreign corporation plans to merge.
180.1107(2)(a)3.
3. The manner and basis of converting the shares of each domestic corporation or foreign corporation into shares, obligations or other securities of the surviving or any other domestic corporation or foreign corporation or into cash or other property in whole or part.
180.1107(2)(b)
(b) Notwithstanding
s. 180.1102 (2), if a domestic corporation plans to enter into a share exchange with a foreign corporation, its plan of share exchange shall set forth all of the following:
180.1107(2)(b)1.
1. The name of the domestic corporation whose shares will be acquired and the name of the acquiring foreign corporation.
180.1107(2)(b)3.
3. The manner and basis of exchanging the shares to be acquired for shares, obligations or other securities of the acquiring foreign corporation or any other domestic corporation or foreign corporation or for cash or other property in whole or part.
180.1107(3)(a)(a) When a merger or share exchange under this section takes effect, the department is the agent of the surviving foreign corporation of a merger or the acquiring foreign corporation in a share exchange, for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders of each domestic corporation that is party to the merger or share exchange.
180.1107(3)(b)
(b) When a merger or share exchange under this section takes effect, the surviving foreign corporation of a merger or the acquiring foreign corporation in a share exchange shall promptly pay to the dissenting shareholders of each domestic corporation that is party to the merger or share exchange the amount, if any, to which they are entitled under
ss. 180.1301 to
180.1331.
180.1107(4)
(4) This section does not limit the power of a foreign corporation to acquire all or part of the shares of one or more classes or series of a domestic corporation through a voluntary exchange or otherwise.
180.1107 History
History: 1989 a. 303;
1995 a. 27.
180.1130(1)
(1) "Associate" of a person means any of the following:
180.1130(1)(a)
(a) An organization, other than the resident domestic corporation or a subsidiary of the i 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.
180.1130(1)(b)
(b) A trust or estate in which the person has a substantial beneficial interest or as to which the person serves as trustee or in a similar fiduciary capacity.
180.1130(1)(c)
(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 resident domestic corporation or of an affiliate of the resident domestic corporation.
180.1130(2)
(2) "Beneficial owner" has the meaning prescribed in rule 13d-3 under the securities exchange act of 1934. A person is not a "beneficial owner" solely because of any of the following:
180.1130(2)(a)
(a) The existence of an agreement by or on behalf of the person and by or on behalf of a record or beneficial owner of securities under which the owner agrees to vote the securities in favor of a proposed merger, share exchange or sale, lease, exchange or other disposition of assets.
180.1130(2)(b)
(b) The existence of an option from, or other arrangement with, a resident domestic corporation to acquire securities of the resident domestic corporation.
180.1130(3)
(3) "Business combination" means any of the following:
180.1130(3)(a)
(a) 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 resident domestic corporation, a merger or share exchange of the resident domestic corporation or a subsidiary of the resident domestic corporation with any of the following:
180.1130(3)(a)2.
2. Any other corporation, whether or not itself a significant shareholder, which is, or after the merger or share exchange would be, an affiliate of a significant shareholder that was a significant shareholder before the transaction.
180.1130(3)(b)
(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 resident domestic corporation or a subsidiary of the 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 a resident domestic corporation, if not made in the usual and regular course of its business.
180.1130(4)
(4) "Commencement of a tender offer" has the meaning prescribed in rule 14d-2 under the securities exchange act of 1934.
180.1130(5)
(5) "Common shares" means shares other than preferred or preference shares.
180.1130(6)
(6) "Control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting shares, by contract or otherwise.
