2017 Wyoming Statutes
TITLE 17 - CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS
CHAPTER 18 - WYOMING MANAGEMENT STABILITY ACT
ARTICLE 1 - GENERAL PROVISIONS
SECTION 17-18-104 - Option; restrictions on business combinations.

17-18-104. Option; restrictions on business combinations.

(a) Every qualified corporation is subject to the restrictions on business combinations with interested stockholders provided in this section unless the corporation elects not to be subject to the restrictions. A corporation which is not a qualified corporation may elect not to be subject to the restrictions on business combinations in the event it becomes a qualified corporation. The election shall be made either:

(i) Through a specific provision in the articles of incorporation;

(ii) Through a statement in the bylaws that the corporation elects not to be subject to the restrictions in W.S. 17-18-104(b). This election shall be effective immediately upon adoption of the bylaws, unless the articles of incorporation provide otherwise; or

(iii) By filing a statement making the election with the secretary of state. This election shall be authorized by the corporation's board of directors and shall be effective from the date of filing with the secretary of state.

(b) A qualified corporation shall not, directly or indirectly, enter into or engage in any business combination with any interested stockholder or any affiliate or associate of the interested stockholder for a period of three (3) years after the date the stockholder became an interested stockholder, unless:

(i) Prior to the time the stockholder became an interested stockholder, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; or

(ii) Repealed by Laws 1990, ch. 62, §§ 2, 3.

(iii) On or after the time the stockholder became an interested stockholder, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds (2/3) of the outstanding voting stock which is not owned by the interested stockholder.

(c) The restrictions contained in this section shall not apply if:

(i) A stockholder becomes an interested stockholder inadvertently and as soon as practical divests sufficient stocks so that he ceases to be an interested stockholder, and would not, at any time within the three (3) year period immediately before a business combination between the corporation and the stockholder, have been an interested stockholder but for the inadvertent acquisition;

(d) The election not to be subject to the restrictions on business combinations may be revoked in the same manner as the elections are made. With respect to any interested stockholder the election not to be subject to the restrictions shall not be effective for a period of three (3) years after the date that the stockholder became an interested stockholder.