2010 Wisconsin Code
Chapter 180. Business corporations.
180.1130 Definitions applicable to ss. 180.1130 to 180.1134.

180.1130

180.1130 Definitions applicable to ss. 180.1130 to 180.1134. In ss. 180.1130 to 180.1134:

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 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 or s. 180.11045, 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)1.

1. A significant shareholder.

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)

(9) "Market value" means the following:

180.1130(9)(a)

(a) In the case of shares:

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 time when the closing price of the stock is determined on the day before the first public announcement of the proposed 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.

180.1130 - ANNOT.

History: 1989 a. 303; 1991 a. 16; 1993 a. 112; 1997 a. 27, 41, 252; 2005 a. 476.

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