JurisdictionWisconsinCh. 180Business corporations
Subch.subch. XI of ch. 180 SUBCHAPTER XI
MERGER, INTEREST EXCHANGE, CONVERSION, AND DOMESTICATION
This text of Wisconsin § 180.1141 (Restrictions on business combinations.) is published on Counsel Stack Legal Research, covering Wisconsin primary law. Counsel Stack provides free access to over 12 million legal documents including statutes, case law, regulations, and constitutions.
180.1141
180.1141(1) (1) Business combinations during the 3 years after the stock acquisition date. Except as provided in s. 180.1143 , a resident domestic corporation may not engage in a business combination with an interested stockholder of the resident domestic corporation for 3 years after the interested stockholder’s stock acquisition date unless the board of directors of the resident domestic corporation has approved, before the interested stockholder’s stock acquisition date, that business combination or the purchase of stock made by the interested stockholder on that stock acquisition date.
180.1141(2) (2) Business combinations more than 3 years after the stock acquisition date. At any time after the 3-year period described in sub.
(1), the resident domestic corporation may engage
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180.1141
180.1141(1) (1) Business combinations during the 3 years after the stock acquisition date. Except as provided in s. 180.1143 , a resident domestic corporation may not engage in a business combination with an interested stockholder of the resident domestic corporation for 3 years after the interested stockholder’s stock acquisition date unless the board of directors of the resident domestic corporation has approved, before the interested stockholder’s stock acquisition date, that business combination or the purchase of stock made by the interested stockholder on that stock acquisition date.
180.1141(2) (2) Business combinations more than 3 years after the stock acquisition date. At any time after the 3-year period described in sub. (1) , the resident domestic corporation may engage in a business combination with the interested stockholder but only if any of the following is satisfied:
180.1141(2)(a) (a) The board of directors of the resident domestic corporation has approved, before the interested stockholder’s stock acquisition date, the purchase of stock made by the interested stockholder on that stock acquisition date.
180.1141(2)(b) (b) The business combination is approved by the affirmative vote of the holders of a majority of the voting stock not beneficially owned by the interested stockholder at a meeting called for that purpose.
180.1141(2)(c) (c) The business combination meets all of the following conditions:
180.1141(2)(c)1. 1. Holders of all outstanding shares of stock of the resident domestic corporation not beneficially owned by the interested stockholder are each entitled to receive per share an aggregate amount of cash and the market value, as of the consummation date, of noncash consideration at least equal to the higher of the following:
180.1141(2)(c)2. 2. The form of consideration to be received by holders of each particular class or series of outstanding stock in the business combination is in cash or, if the interested stockholder previously acquired shares of that class or series, the same form as the interested stockholder previously used to acquire the largest number of shares of that class or series.
180.1141(2)(d) (d) The business combination is a business combination as described in s. 180.1143 (1) , (2) , (3) or (4) .