2010 Wisconsin Code
Chapter 180. Business corporations.
180.1140 Definitions applicable to business combination provisions.

180.1140

180.1140 Definitions applicable to business combination provisions. In ss. 180.1140 to 180.1144:

180.1140(1)

(1) "Announcement date" means the date of the first public announcement of the final, definitive proposal for a business combination.

180.1140(2)

(2) "Associate" of a person means any of the following:

180.1140(2)(a)

(a) A corporation or organization of which the person is an officer, director, manager or partner or is the beneficial owner of at least 10% of any class of voting stock.

180.1140(2)(b)

(b) A trust or other 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.

180.1140(2)(c)

(c) A relative or spouse of the person, or a relative of the spouse, who has the same principal residence as the person.

180.1140(3)

(3)

180.1140(3)(a)

(a) "Beneficial owner" of stock means a person, except as provided in par. (b), that meets any of the following conditions:

180.1140(3)(a)1.

1. Individually, or with or through any of the person's affiliates or associates, beneficially owns the stock, directly or indirectly.

180.1140(3)(a)2.

2. Individually, or with or through any of the person's affiliates or associates, directly or indirectly has the right, whether exercisable immediately or only after the passage of time, to acquire the stock pursuant to a written or unwritten agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise.

180.1140(3)(a)3.

3. Individually, or with or through any of the person's affiliates or associates, directly or indirectly has the right to vote the stock pursuant to a written or unwritten agreement, arrangement or understanding, except that a person is not the beneficial owner of stock under this subdivision if the agreement, arrangement or understanding to vote that stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made in accordance with the applicable regulations under the exchange act and is not reportable under the report required under 17 CFR 240.13d-1 (1) (a) or a comparable or successor report.

180.1140(3)(a)4.

4. Has a written or unwritten agreement, arrangement or understanding with another person that is directly or indirectly a beneficial owner, or whose affiliates or associates are direct or indirect beneficial owners, of the stock, if the agreement, arrangement or understanding is for the purpose of acquiring, holding, disposing of or voting the stock, unless the voting is pursuant to a revocable proxy or consent described in subd. 3.

180.1140(3)(b)

(b) A person is not the direct or indirect beneficial owner of stock tendered pursuant to a tender or exchange offer which is made by that person or an affiliate or associate of that person until the tendered stock is accepted for purchase or exchange.

180.1140(4)

(4) "Business combination" means any of the following:

180.1140(4)(a)

(a) A merger, including a merger under s. 180.1104, or share exchange of the resident domestic corporation or any subsidiary of the resident domestic corporation with any of the following:

180.1140(4)(a)1.

1. An interested stockholder.

180.1140(4)(a)2.

2. A corporation, whether or not it is an interested stockholder, which is, or after a merger or share exchange would be, an affiliate or associate of an interested stockholder.

180.1140(4)(b)

(b) A sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one transaction or a series of transactions, to or with an interested stockholder or an affiliate or associate of an interested stockholder of assets of the resident domestic corporation or a subsidiary of the resident domestic corporation if those assets meet any of the following conditions:

180.1140(4)(b)1.

1. Have an aggregate market value equal to at least 5% of the aggregate market value of all the assets, determined on a consolidated basis, of the resident domestic corporation.

180.1140(4)(b)2.

2. Have an aggregate market value equal to at least 5% of the aggregate market value of all the outstanding stock of the resident domestic corporation.

180.1140(4)(b)3.

3. Represent at least 10% of the earning power or income, determined on a consolidated basis, of the resident domestic corporation.

180.1140(4)(c)

(c) The issuance or transfer by the resident domestic corporation or a subsidiary of the resident domestic corporation, in one transaction or a series of transactions, of any stock of the resident domestic corporation or a subsidiary of the resident domestic corporation if all of the following conditions are satisfied:

180.1140(4)(c)1.

1. The stock has an aggregate market value equal to at least 5% of the aggregate market value of all the outstanding stock of the resident domestic corporation.

180.1140(4)(c)2.

2. The stock is issued or transferred to an interested stockholder or an affiliate or associate of an interested stockholder, except for stock of the resident domestic corporation or such subsidiary issued or transferred pursuant to the exercise of warrants, rights or options to purchase such stock offered, or a dividend paid, or distribution made, proportionately to all stockholders of the resident domestic corporation.

180.1140(4)(d)

(d) The adoption of a plan or proposal for the liquidation or dissolution of the resident domestic corporation which is proposed by, on behalf of, or pursuant to a written or unwritten agreement, arrangement or understanding with, an interested stockholder or an affiliate or associate of an interested stockholder.

180.1140(4)(e)

(e) Any of the following, if the direct or indirect effect is to increase the proportionate share of the outstanding stock of a class or series or securities convertible into voting stock of the resident domestic corporation or a subsidiary of the resident domestic corporation beneficially owned by the interested stockholder or an affiliate or associate of the interested stockholder, unless the increase is the result of immaterial changes due to fractional share adjustments:

180.1140(4)(e)1.

1. A reclassification of securities, including, without limitation, a stock split, stock dividend or other distribution of stock in respect of stock, or reverse stock split.

180.1140(4)(e)2.

2. A recapitalization of the resident domestic corporation.

180.1140(4)(e)3.

3. A merger or share exchange of the resident domestic corporation with a subsidiary of the resident domestic corporation.

180.1140(4)(e)4.

4. Any other transaction, whether or not with, into or involving the interested stockholder, which is proposed by, on behalf of, or pursuant to a written or unwritten agreement, arrangement or understanding with, the interested stockholder or an affiliate or associate of the interested stockholder.

180.1140(4)(f)

(f) Receipt by an interested stockholder or an affiliate or associate of an interested stockholder of the direct or indirect benefit of a loan, advance, guarantee, pledge or other financial assistance or a tax credit or other tax advantage provided by or through the resident domestic corporation or any subsidiary of the resident domestic corporation, unless the interested stockholder receives the benefit proportionately as a holder of stock of the resident domestic corporation.

180.1140(5)

(5) "Consummation date" means the date of consummation of a business combination.

180.1140(6)

(6)

180.1140(6)(a)

(a) "Control", "controlled by" or "under common control with" 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 stock, except as provided in par. (b), by contract, or otherwise.

180.1140(6)(b)

(b) "Control" of a corporation is not established under par. (a) if a person, in good faith and not for the purpose of circumventing ss. 180.1140 to 180.1144, holds voting power as an agent, bank, broker, nominee, custodian or trustee for one or more beneficial owners who do not individually or as a group have control of that corporation.

180.1140(7)

(7) "Exchange act" means the securities exchange act of 1934 and amendments thereto.

180.1140(8)

(8)

180.1140(8)(a)

(a) "Interested stockholder", with respect to a resident domestic corporation, means a person other than the resident domestic corporation or a subsidiary of the resident domestic corporation that meets any of the following conditions:

180.1140(8)(a)1.

1. Is the beneficial owner of at least 10% of the voting power of the outstanding voting stock of that resident domestic corporation.

180.1140(8)(a)2.

2. Is an affiliate or associate of that resident domestic corporation and at any time within 3 years immediately before the date in question was the beneficial owner of at least 10% of the voting power of the then outstanding voting stock of that resident domestic corporation.

180.1140(8)(b)

(b) For the purpose of determining whether a person is an interested stockholder, the number of shares of voting stock of the resident domestic corporation considered outstanding includes shares beneficially owned by the person but does not include any other unissued shares of voting stock of the resident domestic corporation which may be issuable pursuant to an agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.

180.1140(9)

(9)

180.1140(9)(a)

(a) "Resident domestic corporation" means a domestic corporation that, as of the stock acquisition date in question, satisfies any of the following:

180.1140(9)(a)1.

1. Its principal offices are located in this state.

180.1140(9)(a)2.

2. It has significant business operations located in this state.

180.1140(9)(a)3.

3. More than 10% of the holders of record of its shares are residents of this state.

180.1140(9)(a)4.

4. More than 10% of its shares are held of record by residents of this state.

180.1140(9)(b)

(b) For purposes of par. (a) 3. and 4., the record date for determining the percentages and numbers of shareholders and shares is the most recent record date established before the stock acquisition date in question, and the residence of each shareholder is the address of the shareholder which appears on the records of the resident domestic corporation.

180.1140(10)

(10) "Stock" means any of the following:

180.1140(10)(a)

(a) Shares, stock or similar security, certificate of interest, participation in a profit sharing agreement, voting trust certificate, or certificate of deposit for any of the items described in this paragraph.

180.1140(10)(b)

(b) Security which is convertible, with or without consideration, into stock, or any warrant, call or other option or privilege of buying stock, or any other security carrying a right to acquire, subscribe to or purchase stock.

180.1140(11)

(11) "Stock acquisition date", with respect to any person, means the time when that person first becomes an interested stockholder of that resident domestic corporation.

180.1140(12)

(12) "Subsidiary" of a resident domestic corporation means any other corporation, whether or not a domestic corporation, of which voting stock having a majority of the votes entitled to be cast is owned, directly or indirectly, by the resident domestic corporation.

180.1140(13)

(13) "Voting stock" means capital stock of a corporation, whether or not a domestic corporation, entitled to vote generally in the election of directors.

180.1140 - ANNOT.

History: 1989 a. 303; 1991 a. 39; 1993 a. 112; 2005 a. 476.

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