2011 Idaho Code
TITLE 30 CORPORATIONS
CHAPTER 1 GENERAL BUSINESS CORPORATIONS
PART 11. MERGER AND SHARE EXCHANGE
30-1-1103 SHARE EXCHANGE.

30-1-1103. Share exchange. (1) Through a share exchange:

(a) A domestic corporation may acquire all of the shares of one (1) or more classes or series of shares of another domestic or foreign corporation, or all of the interests of one (1) or more classes or series of interests of a domestic or foreign eligible entity, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange; or

(b) All of the shares of one (1) or more classes or series of shares of a domestic corporation may be acquired by another domestic or foreign corporation or eligible entity, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange.

(2) A foreign corporation, or a domestic or foreign eligible entity, may be a party to a share exchange only if the share exchange is permitted by the organic law the corporation or eligible entity is organized under or by which it is governed. If the organic law of a domestic eligible entity does not provide procedures for the approval of a share exchange, a plan of share exchange may be adopted and approved, and the share exchange effectuated, in accordance with the procedures, if any, for a merger. If the organic law of a domestic eligible entity does not provide procedures for the approval of either a share exchange or a merger, a plan of share exchange may be adopted and approved, the share exchange effectuated, and appraisal rights exercised, in accordance with the procedures in this part and part 13 of this chapter. For the purposes of applying this part and part 13:

(a) The eligible entity, its interest holders, interests and organic documents taken together shall be deemed to be a domestic business corporation, shareholders, shares and articles of incorporation, respectively and vice versa as the context may require; and

(b) If the business and affairs of the eligible entity are managed by a group of persons that is not identical to the interest holders, that group shall be deemed to be the board of directors.

(3) The plan of share exchange must include:

(a) The name of each corporation or eligible entity whose shares or interests will be acquired and the name of the corporation or eligible entity that will acquire those shares or interests;

(b) The terms and conditions of the share exchange;

(c) The manner and basis of exchanging shares of a corporation or interests in an eligible entity whose shares or interests will be acquired under the share exchange into shares or other securities, interests, obligations, rights to acquire shares, other securities, or interests, cash, other property, or any combination of the foregoing; and

(d) Any other provisions required by the laws under which any party to the share exchange is organized or by the articles of incorporation or organic document of such party.

(4) Terms of a plan of share exchange may be made dependent upon facts objectively ascertainable outside the plan in accordance with section 30-1-120(11), Idaho Code.

(5) The plan of exchange may also include a provision that the plan may be amended prior to filing articles of share exchange, but if the shareholders of a domestic corporation that is a party to the share exchange are required or permitted to vote on the plan, the plan must provide that subsequent to approval of the plan by such shareholders the plan may not be amended to change:

(a) The amount or kind of shares or other securities, interests, obligations, rights to acquire shares, other securities or interests, cash, or other property to be issued by the corporation or to be received under the plan by the shareholders of or owners of interests in any party to the share exchange; or

(b) Any of the other terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.

(6) This section does not limit the power of a domestic corporation to acquire another corporation or interests in an eligible entity in a transaction other than a share exchange.