180.1103 History
History: 1989 a. 303;
1991 a. 16;
2001 a. 44.
180.1104
180.1104
Merger of subsidiary or parent. 180.1104(1)
(1) A parent corporation owning at least 90% of the outstanding shares of each class of a subsidiary corporation or at least 90% of the outstanding interests of each class of any other subsidiary business entity may merge the subsidiary into the parent or the parent into the subsidiary without approval of the shareholders of the parent or the shareholders or other owners of the 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 or other interests of the subsidiary or parent into shares, interests, obligations, or other securities of the surviving business entity or any other business entity 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 or other owner of the merging business entity 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 10 days after the date on which it mailed a copy of the plan of merger to each shareholder or other owner of the merging business entity 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 surviving business entity, except for amendments enumerated in
s. 180.1002 or otherwise not requiring the approval of the shareholders or other owners of the entity.
180.1104 History
History: 1989 a. 303;
1995 a. 27;
2001 a. 44.
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 of the corporation, or adopted by the board of directors if shareholder approval is not required, and by each other business entity that is a party to the merger in the manner required by the laws applicable to the business entity, the surviving or acquiring business entity shall deliver to the department for filing articles of merger or share exchange setting forth all of the following:
180.1105(1)(b)
(b) A statement that the plan was approved by each domestic corporation that is a party to the merger in accordance with
s. 180.1103 or
180.1104, whichever is applicable, and by each other business entity that is a party to the merger in the manner required by the laws applicable to the business entity.
180.1105(1)(c)
(c) The effective date and time of the merger or share exchange, if the merger or share exchange is to take effect at a time other than the close of business on the date of filing the articles of merger, as provided under
s. 180.0123.
180.1105(1)(d)
(d) Other provisions relating to the merger, as determined by the surviving business entity.
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;
2001 a. 44.
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 business entity that is party to the merger merges into the surviving business entity, and the separate existence of every business entity that is a party to the merger, except the surviving business entity, ceases.
180.1106(1)(am)1.1. If, under the laws applicable to a business entity that is a party to the merger, one or more of the owners thereof is liable for the debts and obligations of such business entity, such owner or owners shall continue to be liable for the debts and obligations of the business entity, but only for such debts and obligations accrued during the period or periods in which such laws are applicable to such owner or owners.
180.1106(1)(am)2.
2. If, under the laws applicable to the surviving business entity, one or more of the owners thereof is liable for the debts and obligations of such business entity, the owner or owners of a business entity that is party to the merger, other than the surviving business entity, who become subject to such laws shall be liable for the debts and obligations of the surviving business entity to the extent provided in such laws, but only for such debts and obligations accrued after the merger. The owner or owners of the surviving business entity prior to the merger shall continue to be liable for the debts and obligations of the surviving business entity to the extent provided in
subd. 1.
180.1106(1)(am)3.
3. This paragraph does not affect liability under any taxation laws.
180.1106(1)(b)
(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.
180.1106(1)(c)
(c) The surviving business entity has all liabilities of each business entity that is party to the merger.
180.1106(1)(d)
(d) A civil, criminal, administrative, or investigatory proceeding pending by or against any business entity that is a party to the merger may be continued as if the merger did not occur, or the surviving business entity may be substituted in the proceeding for the business entity whose existence ceased.
180.1106(1)(e)
(e) The articles of incorporation, articles of organization, certificate of limited partnership, or other similar governing document, whichever is applicable, of the surviving business entity shall be amended to the extent provided in the plan of merger.
180.1106(1)(f)
(f) The shares or other interests of each business entity that is party to the merger that are to be converted into shares, interests, obligations, or other securities of the surviving business entity or any other business entity or into cash or other property are converted, and the former holders of the shares or interests are entitled only to the rights provided in the articles of merger or to their rights under
ss. 180.1301 to
180.1331 or otherwise under the laws applicable to each business entity that is party to the merger.
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(3)(a)(a) When a merger or share exchange under this section takes effect, the department is the agent of any surviving foreign business entity of a merger or any acquiring foreign business entity in a share exchange, for service of process in a proceeding to enforce any obligation or the rights of dissenting shareholders or other owners of each domestic business entity that is a party to the merger or share exchange.
180.1106(3)(b)
(b) When a merger or share exchange under this section takes effect, any surviving foreign business entity of a merger or any acquiring foreign business entity in a share exchange shall promptly pay to the dissenting shareholders of each domestic corporation or dissenting owners of each other domestic business entity that is a party to the merger or share exchange the amount, if any, to which they are entitled under
ss. 180.1301 to
180.1331 or under any law applicable to such other domestic business entity.
180.1106 History
History: 1989 a. 303;
2001 a. 44,
105.
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.
180.1130(7)
(7) "Determination date" means the date on which a significant shareholder first becomes a significant shareholder.
180.1130(9)(a)1.
1. If the shares are listed on a national securities exchange registered under the securities exchange act of 1934 or are quoted on any national market system, the highest closing sales price per share reported on the exchange or quoted on the system during the valuation period.
180.1130(9)(a)2.
2. If bids for the shares are quoted on the National Association of Securities Dealers automated quotations system, or any successor system operated by the association, the highest closing bid per share quoted on the system during the valuation period.
180.1130(9)(a)3.
3. If the shares are listed on an exchange or are quoted on a system under
subd. 1. but no transactions are reported during the valuation period or if the shares are neither listed on an exchange or system under
subd. 1. nor quoted on a system under
subd. 2., and if at least 3 members of the National Association of Securities Dealers are market makers for the securities, the highest closing bid per share obtained from the association during the valuation period.
180.1130(9)(a)4.
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 resident domestic corporation.
180.1130(9)(b)
(b) In the case of property other than cash or shares, the fair market value of the property on the date in question as determined in good faith by the board of directors of the corporation.
180.1130(10)
(10) "Organization" means a person other than an individual.
180.1130(10m)
(10m) "Resident domestic corporation" means a resident domestic corporation, as defined in
s. 180.1140 (9), if that corporation has 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.
180.1130(11)
(11) "Significant shareholder", with respect to 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 resident domestic corporation; or is an affiliate of the 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 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 a resident domestic corporation.
180.1130(12)
(12) "Subsidiary" means a corporation of which voting shares having a majority of the votes entitled to be cast are owned, directly or indirectly, by one other corporation.
180.1130(13)
(13) "Take-over offer" means the offer to acquire or the acquisition of any equity security, as defined in
s. 552.01 (2), of a resident domestic corporation, pursuant to a tender offer or request or invitation for tenders, if after the acquisition thereof the offeror, 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 a resident domestic corporation pursuant to:
180.1130(13)(a)
(a) Brokers' transactions effected by or through a broker-dealer in the ordinary course of its business.
180.1130(13)(b)
(b) An exchange offer for securities of another issuer, if the offer is exempted from registration under
ch. 551 and does not involve any public offering under the securities act of 1933.
180.1130(13)(c)
(c) An offer made to not more than 10 persons in this state during any period of 12 consecutive months.
180.1130(13)(d)
(d) An offer made to all the shareholders of the resident domestic corporation, if the number of its shareholders does not exceed 100 at the time of the offer.
180.1130(13)(e)
(e) An offer if the acquisition of any equity security pursuant thereto, together with all other acquisitions by the offeror of securities of the same class during the preceding 12 months, would not exceed 2% of that class of the outstanding equity securities of the issuer.
180.1130(13)(f)
(f) An offer by the resident domestic corporation to acquire its own equity securities.
180.1130(14)
(14) "Valuation date" means the later of the day before the date of the shareholders' vote under
s. 180.1131 or the day 20 days before the consummation of the business combination.
180.1130(15)
(15) "Valuation period" means the 30-day period preceding the date on which the market value is to be determined.
180.1130(16)
(16) "Voting shares" means capital shares of a corporation entitled to vote generally in the election of directors.
180.1131
180.1131
Shareholder vote. In addition to a vote otherwise required by law or the articles of incorporation of the 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:
180.1131(1)
(1) Eighty percent of the votes entitled to be cast by outstanding voting shares of the corporation, voting together as a single voting group.
180.1131(2)
(2) Two-thirds of the votes entitled to be cast by holders of voting shares other than voting shares beneficially owned by a significant shareholder who is a party to the business combination or an affiliate or associate of a significant shareholder who is a party to the business combination, voting together as a single voting group.
180.1131 History
History: 1989 a. 303;
1997 a. 27.
180.1132(1)(1)
Fair price. The vote required by
s. 180.1131 does not apply to a business combination if each of the following conditions is met:
180.1132(1)(a)
(a) 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 resident domestic corporation in the business combination is at least equal to the highest of the following:
180.1132(1)(a)1.
1. The highest per share price, including brokerage commissions, transfer taxes and soliciting dealers' fees, received by any person selling common shares of the same class or series, with appropriate adjustments for recapitalizations and for share splits, share dividends and like distributions, from the significant shareholder either in the transaction in which it became a significant shareholder or within the 2 years before the date of the business combination, whichever is higher.
180.1132(1)(a)2.
2. The market value per share of the same class or series on the date of commencement of a tender offer initiated by the significant shareholder, on the determination date or on the date of the first public announcement of the proposed business combination, whichever is highest.
180.1132(1)(a)3.
3. The highest preferential amount per share to which the holder of shares of the class or series of shares is entitled in a voluntary or involuntary liquidation or dissolution of the corporation, with appropriate adjustments for recapitalizations and for share splits, share dividends and like distributions.
180.1132(1)(b)
(b) The consideration to be received by holders of a class or series of outstanding shares is to be in cash or in the same form as the significant shareholder has previously paid for shares of the same class or series. If the significant shareholder has paid for shares of a class of shares with varying forms of consideration, the form of consideration for the class of shares shall be either cash or the form used to acquire the largest number of shares of the class or series of shares previously acquired by it.
180.1132(2)
(2) Certain corporations excluded. Section 180.1131 does not apply to a business combination of any of the following:
180.1132(2)(b)
(b) A corporation whose original articles of incorporation have a provision expressly electing not to be governed by
ss. 180.1130 to
180.1134.
180.1132(2)(c)
(c) 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 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 resident domestic corporation, voting together as a single voting group, expressly electing not to be governed by
ss. 180.1130 to
180.1134.
