180.1150(3)
(3) Shares of a resident domestic corporation held, acquired or to be acquired in any of the following circumstances are excluded from the application of this section:
180.1150(3)(b)
(b) Shares acquired under an agreement entered into before April 22, 1986.
180.1150(3)(c)
(c) Shares acquired by a donee under an inter vivos gift not made to avoid this section or by a distributee as defined in
s. 851.07.
180.1150(3)(d)
(d) Shares acquired under a collateral pledge or security agreement, or similar instrument, not created to avoid this section.
180.1150(3)(f)
(f) Shares acquired from the resident domestic corporation.
180.1150(3)(g)
(g) Shares acquired under an agreement entered into at a time when the resident domestic corporation was neither a resident domestic corporation nor an issuing public corporation under s.
180.1150 (1) (a), 1995 stats.
180.1150(3)(i)
(i) Shares acquired in a transaction incident to which the shareholders of the 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.
180.1150(4)
(4) A person desiring a shareholder vote under
sub. (5) shall deliver to the resident domestic corporation at its principal office a form of shareholder resolution with an accompanying notice containing all of the following:
180.1150(4)(b)
(b) A statement that the resolution and notice are submitted under this section.
180.1150(4)(c)
(c) The number of shares of the 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.
180.1150(4)(d)
(d) A specification of the voting power the person has acquired or proposes to acquire for which shareholder approval is sought.
180.1150(4)(e)
(e) The circumstances, terms and conditions under which shares representing in excess of 20% of the voting power were acquired or are proposed to be acquired, set forth in reasonable detail, including the source of funds or other consideration and other details of the financial arrangements of the transactions.
180.1150(4)(f)
(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 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 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.
180.1150(5)(a)(a) Within 10 days after receipt of a resolution and notice under
sub. (4), the directors of the 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.
180.1150(5)(b)
(b) The notice of the meeting shall include a copy of the resolution and notice delivered under
sub. (4) and a statement by the directors of their position or lack of position on the resolution.
180.1150(5)(c)
(c) Regular voting power is restored if at the meeting called under
par. (a) at which a quorum is present a majority of the voting power of shares represented at the meeting and entitled to vote on the subject matter approve the resolution.
180.1150(5)(d)
(d) 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 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 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.
180.1150(6)
(6) Any sale or other disposition of shares by a person holding both shares having full voting power and shares having voting power limited under
sub. (2) shall be deemed to reduce the number of shares having limited voting power until such shares are exhausted.
180.1150(7)
(7) A corporation that is not a resident domestic corporation may elect, by express provision in its articles of incorporation, to be subject to this section as if it were 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.
SALE OF ASSETS
180.1201
180.1201
Sale of assets in regular course of business; mortgage of assets. 180.1201(1)(1) A corporation may, on the terms and conditions and for the consideration determined by the board of directors, do any of the following:
180.1201(1)(a)
(a) Sell, lease, exchange or otherwise dispose of all, or substantially all, of its property in the usual and regular course of business.
180.1201(1)(b)
(b) Sell, lease, exchange or otherwise dispose of less than substantially all of its property whether or not in the usual and regular course of business.
180.1201(1)(c)
(c) Mortgage, pledge, dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of its property whether or not in the usual and regular course of business.
180.1201(2)
(2) Unless required by the articles of incorporation, approval by the shareholders of a transaction described in
sub. (1) is not required.
180.1201 History
History: 1989 a. 303;
1991 a. 16.
180.1202
180.1202
Sale of assets other than in regular course of business. 180.1202(1)(1) Except as provided in
sub. (5), a corporation may sell, lease, exchange or otherwise dispose of all, or substantially all, of its property, with or without goodwill, otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corporation's board of directors, upon adoption of a resolution by the board of directors approving the proposed transaction and approval by its shareholders of the proposed transaction.
180.1202(2)
(2) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with
s. 180.0705, except the notice shall be given no fewer than 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 sale, lease, exchange or other disposition of all, or substantially all, of the property of the corporation and contain or be accompanied by a description of the transaction.
180.1202(3)
(3) 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 proposed transaction is authorized if approved by a majority of all the votes entitled to be cast on the transaction.
180.1202(4)
(4) After a sale, lease, exchange or other disposition of property is authorized, the transaction may be abandoned, subject to any contractual rights, without further shareholder action.
180.1202(5)
(5) A transaction that constitutes a distribution is governed by
s. 180.0640 and not by this section.
180.1202 Annotation
Discussion of term "substantially all" of corporate assets under s. 180.71, 1987 stats. [now s. 180.1202]. Sterman v. Hornbeck,
156 Wis. 2d 556,
457 N.W.2d 874 (Ct. App. 1990).
DISSENTERS' RIGHTS
180.1301(1)
(1) "Beneficial shareholder" means a person who is a beneficial owner of shares held by a nominee as the shareholder.
180.1301(2)
(2) "Corporation" means the issuer corporation or, if the corporate action giving rise to dissenters' rights under
s. 180.1302 is a merger or share exchange that has been effectuated, the surviving domestic corporation or foreign corporation of the merger or the acquiring domestic corporation or foreign corporation of the share exchange.
180.1301(3)
(3) "Dissenter" means a shareholder or beneficial shareholder who is entitled to dissent from corporate action under
s. 180.1302 and who exercises that right when and in the manner required by
ss. 180.1320 to
180.1328.
180.1301(4)
(4) "Fair value", with respect to a dissenter's shares other than in a business combination, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable. "Fair value", with respect to a dissenter's shares in a business combination, means market value, as defined in
s. 180.1130 (9) (a) 1. to
4.
180.1301(5)
(5) "Interest" means interest from the effectuation date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all of the circumstances.
180.1301(6)
(6) "Issuer corporation" means a domestic corporation that is the issuer of the shares held by a dissenter before the corporate action.
180.1301 History
History: 1989 a. 303;
1991 a. 16.
180.1302(1)(1) Except as provided in
sub. (4) and
s. 180.1008 (3), a shareholder or beneficial shareholder may dissent from, and obtain payment of the fair value of his or her shares in the event of, any of the following corporate actions:
180.1302(1)(a)
(a) Consummation of a plan of merger to which the issuer corporation is a party if any of the following applies:
180.1302(1)(b)
(b) Consummation of a plan of share exchange if the issuer corporation's shares will be acquired, and the shareholder or the shareholder holding shares on behalf of the beneficial shareholder is entitled to vote on the plan.
180.1302(1)(c)
(c) Consummation of a sale or exchange of all, or substantially all, of the property of the issuer corporation other than in the usual and regular course of business, including a sale in dissolution, but not including any of the following:
180.1302(1)(c)2.
2. A sale for cash pursuant to a plan by which all or substantially all of the net proceeds of the sale will be distributed to the shareholders within one year after the date of sale.
180.1302(1)(d)
(d) Except as provided in
sub. (2), any other corporate action taken pursuant to a shareholder vote to the extent that the articles of incorporation, bylaws or a resolution of the board of directors provides that the voting or nonvoting shareholder or beneficial shareholder may dissent and obtain payment for his or her shares.
180.1302(2)
(2) Except as provided in
sub. (4) and
s. 180.1008 (3), the articles of incorporation may allow a shareholder or beneficial shareholder to dissent from an amendment of the articles of incorporation and obtain payment of the fair value of his or her shares if the amendment materially and adversely affects rights in respect of a dissenter's shares because it does any of the following:
180.1302(2)(a)
(a) Alters or abolishes a preferential right of the shares.
180.1302(2)(b)
(b) Creates, alters or abolishes a right in respect of redemption, including a provision respecting a sinking fund for the redemption or repurchase, of the shares.
180.1302(2)(c)
(c) Alters or abolishes a preemptive right of the holder of shares to acquire shares or other securities.
180.1302(2)(d)
(d) Excludes or limits the right of the shares to vote on any matter or to cumulate votes, other than a limitation by dilution through issuance of shares or other securities with similar voting rights.
180.1302(2)(e)
(e) Reduces the number of shares owned by the shareholder or beneficial shareholder to a fraction of a share if the fractional share so created is to be acquired for cash under
s. 180.0604.
180.1302(4)
(4) Except in a business combination or 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.
180.1302(5)
(5) Except as provided in
s. 180.1833, a shareholder or beneficial shareholder entitled to dissent and obtain payment for his or her shares under
ss. 180.1301 to
180.1331 may not challenge the corporate action creating his or her entitlement unless the action is unlawful or fraudulent with respect to the shareholder, beneficial shareholder or issuer corporation.
180.1302 History
History: 1989 a. 303;
1991 a. 16.
180.1302 Annotation
Minority discounts are inappropriate under dissenters' rights statutes and will not be applied in determining "fair value" under sub. (1). Each dissenting shareholder should be assigned the proportionate interest of his or her shares in the going interest in the entire company. HMO-W Incorporated v. SSM Health Care System, 2000 WI 46,
234 Wis. 2d 707,
611 N.W.2d 250.
180.1302 Annotation
The Role of Discounts in Determining "Fair Value" Under Wisconsin's Dissenters' Rights Statutes: The Case for Discounts. Emory. 1995 WLR 1155.
180.1303
180.1303
Dissent by shareholders and beneficial shareholders. 180.1303(1)(1) A shareholder may assert dissenters' rights as to fewer than all of the shares registered in his or her name only if the shareholder dissents with respect to all shares beneficially owned by any one person and notifies the corporation in writing of the name and address of each person on whose behalf he or she asserts dissenters' rights. The rights of a shareholder who under this subsection asserts dissenters' rights as to fewer than all of the shares registered in his or her name are determined as if the shares as to which he or she dissents and his or her other shares were registered in the names of different shareholders.
180.1303(2)
(2) A beneficial shareholder may assert dissenters' rights as to shares held on his or her behalf only if the beneficial shareholder does all of the following:
180.1303(2)(a)
(a) Submits to the corporation the shareholder's written consent to the dissent not later than the time that the beneficial shareholder asserts dissenters' rights.
180.1303(2)(b)
(b) Submits the consent under
par. (a) with respect to all shares of which he or she is the beneficial shareholder.
180.1303 History
History: 1989 a. 303.
180.1320
180.1320
Notice of dissenters' rights. 180.1320(1)
(1) If proposed corporate action creating dissenters' rights under
s. 180.1302 is submitted to a vote at a shareholders' meeting, the meeting notice shall state that shareholders and beneficial shareholders are or may be entitled to assert dissenters' rights under
ss. 180.1301 to
180.1331 and shall be accompanied by a copy of those sections.
180.1320(2)
(2) If corporate action creating dissenters' rights under
s. 180.1302 is authorized without a vote of shareholders, the corporation shall notify, in writing and in accordance with
s. 180.0141, all shareholders entitled to assert dissenters' rights that the action was authorized and send them the dissenters' notice described in
s. 180.1322.
180.1320 History
History: 1989 a. 303.
180.1321
180.1321
Notice of intent to demand payment. 180.1321(1)
(1) If proposed corporate action creating dissenters' rights under
s. 180.1302 is submitted to a vote at a shareholders' meeting, a shareholder or beneficial shareholder who wishes to assert dissenters' rights shall do all of the following:
180.1321(1)(a)
(a) Deliver to the issuer corporation before the vote is taken written notice that complies with
s. 180.0141 of the shareholder's or beneficial shareholder's intent to demand payment for his or her shares if the proposed action is effectuated.
180.1321(1)(b)
(b) Not vote his or her shares in favor of the proposed action.
180.1321(2)
(2) A shareholder or beneficial shareholder who fails to satisfy
sub. (1) is not entitled to payment for his or her shares under
ss. 180.1301 to
180.1331.
