2017 Wyoming Statutes
TITLE 17 - CORPORATIONS, PARTNERSHIPS AND ASSOCIATIONS
CHAPTER 18 - WYOMING MANAGEMENT STABILITY ACT
ARTICLE 3 - CONTROL SHARE ACQUISITIONS
SECTION 17-18-301 - Definitions.

17-18-301. Definitions.

(a) As used in this article:

(i) "Acquiring person" means a person who makes or proposes to make a control share acquisition. If two (2) or more persons act as a partnership, limited partnership, syndicate or other group pursuant to any agreement, arrangement, relationship, understanding or otherwise, whether or not in writing, for the purposes of acquiring, owning or voting shares of an issuing public corporation, all members of the partnership, syndicate or other group constitute a person;

(ii) "Control shares" means shares that, except for this article, would have voting power with respect to shares of an issuing public corporation that, when added to all other shares of the issuing public corporation owned by a person or with respect to which that person may exercise or direct the exercise of voting power, would entitle that person, immediately after acquisition of the shares directly or indirectly, alone or as a part of a group, to exercise or direct the exercise of the voting power of the issuing public corporation in the election of directors within any of the following ranges of voting power:

(A) One-fifth (1/5) or more but less than one-third (1/3) of all voting power;

(B) One-third (1/3) or more but less than a majority of all voting power; or

(C) A majority or more of all voting power.

(iii) "Control share acquisition" means the acquisition directly or indirectly by any person of ownership of, or the power to direct the exercise of voting power with respect to, issued and outstanding control shares. Shares acquired within ninety (90) days or shares acquired pursuant to a plan to make a control share acquisition are considered to have been acquired in the same acquisition. Control share acquisition does not include the acquisition of shares:

(A) In the ordinary course of business for the benefit of others if:

(I) They are acquired in good faith and not for the purpose of circumventing this article; and

(II) The person who acquires the shares is not able to exercise or direct the exercise of votes without further instruction from others.

(B) Of an issuing public corporation consummated:

(I) Before July 1, 1990;

(II) Pursuant to a contract existing before July 1, 1990;

(III) Pursuant to a transfer by gift, will or the laws of descent and distribution;

(IV) Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing this article;

(V) Pursuant to a merger, share exchange or consolidation effected in compliance with W.S. 17-16-1101 through 17-16-1114 or an agreement or plan for a merger, share exchange or consolidation, if the issuing public corporation is a party to the agreement or plan of merger, share exchange or consolidation;

(VI) Pursuant to a transfer of shares by the issuing public corporation to its shareholders in the form of a dividend on a class or series of the issuing public corporation's outstanding shares;

(VII) Pursuant to an order or decree of a court of competent jurisdiction;

(VIII) Pursuant to a transfer to a plan or trust for the benefit of employees of the issuing public corporation;

(IX) Pursuant to a direct issue by or transfer from the issuing public corporation of its own shares, other than shares issued or transferred upon the conversion of a convertible security or on the exercise of an option, warrant or other right to purchase shares unless the convertible security, option, warrant or other right was acquired directly from the corporation by the acquiring person; or

(X) In good faith and not for the purpose of circumventing this article, by a person whose voting rights over control shares have been authorized under W.S. 17-18-306, if the person's voting power after the acquisition would be within the same range of voting power previously authorized under W.S. 17-18-306 for the person.

(iv) "Interested shares" means the shares of an issuing public corporation of which any of the following persons may exercise or direct the exercise of the voting power of the corporation in the election of directors:

(A) An acquiring person;

(B) Any officer of the issuing public corporation or of the acquiring person; or

(C) Any employee of the issuing public corporation or of the acquiring person who is also a director of the corporation or of the acquiring person, except shares over which a plan or trust for the benefit of employees of the corporation or of the acquiring person has voting power are not interested shares except to the extent the voting of the shares is directed by the employee.

(v) "Issuing public corporation" means a qualified corporation as defined by W.S. 17-18-102(b)(xii);

(vi) "Range of voting power" means a range of voting power provided by paragraph (ii) of this subsection;

(vii) "Voting power" means the sole or shared power to vote or direct the voting of shares, directly or indirectly, other than under an immediately revocable proxy that authorizes the person named proxy to vote at a meeting of shareholders that was called before the proxy is delivered or at an adjournment of the meeting.