2011 Wisconsin Code
Chapter 180. Business corporations.
180.1134 Actions during take-over offer.

180.1134

180.1134 Actions during take-over offer. In addition to a vote otherwise required by law or the articles of incorporation of the resident domestic corporation, approval by vote of holders of a majority of the shares of the resident domestic corporation entitled to vote on the proposal is required at a shareholders' meeting held in conformance with ss. 180.0705 and 180.0725 before any of the following actions may be taken by the officers or board of directors of the resident domestic corporation, while a take-over offer is being made, or after a take-over offer has been publicly announced and before it is concluded, for the resident domestic corporation's voting shares:

180.1134(1)

(1) Acquiring more than 5% of the resident domestic corporation's voting shares at a price above the market value from any individual who or organization which holds more than 3% of the voting shares and has held the shares for less than 2 years, unless the resident domestic corporation makes at least an equal offer to acquire all voting shares and all securities which may be converted into voting shares.

180.1134(2)

(2) Selling or optioning assets of the resident domestic corporation which amount to at least 10% of the market value of the resident domestic corporation. This subsection does not apply to a resident domestic corporation if all of the following are satisfied:

180.1134(2)(a)

(a) The resident domestic corporation has at least 3 directors who are not either officers or employees of the resident domestic corporation.

180.1134(2)(b)

(b) A majority of the directors who are not either officers or employees of the resident domestic corporation vote to not be governed by this subsection.

180.1134 - ANNOT.

History: 1989 a. 303; 1991 a. 16, 32; 1997 a. 27.