§ 4-27-1802 — Action on plan of share exchange

(a) After adopting a plan of share exchange, the board of directors of each corporation whose shares will be acquired in the share exchange shall submit the plan of share exchange for approval by its shareholders. (b) A plan of share exchange may be approved if the: (1) Board of directors recommends the plan of share exchange to the shareholders, unless the board of directors: (A) Determines that because of a conflict of interest or other special circumstances it should make no recommendation; and (B) Communicates the basis for its determination at the time the plan of share exchange is submitted to the shareholders; and (2) Shareholders entitled to vote approve the plan. (c) The board of directors may condition its submission of the proposed plan of share exchange on any basis. (d) (1) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 4-27-705 . (2) The notice shall: (A) State that a purpose of the meeting is to consider the plan of share exchange; and (B) Contain or be accompanied by a copy or summary of the plan. (e) Unless this chapter, the articles of incorporation, or the board of directors acting under subsection (c) of this section require a greater vote or a vote by voting groups, the plan of share exchange to be authorized must be approved by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote and, if by voting group, by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by the voting group. (f) (1) Separate voting by voting groups is required on a plan of share exchange by each class or series of shares included in the exchange. (2) Each class or series constitutes a separate voting group. (g) Subject to any contractual rights, until articles of share exchange are filed the planned share exchange may be abandoned without further shareholder action in accordance with the procedure set forth in the plan of share exchange or, if none is set forth, in the manner determined by the board of directors.

Legislative History

Acts 2009, No. 408, § 4.