§ 17-16-1104 — Action on plan of merger or share exchange

(a) In the case of a domestic corporation that is a party
to a merger or share exchange, the plan of merger or share
exchange shall be adopted by the board of directors. After
adopting a plan of merger or share exchange, the board of
directors except as provided in subsection (g) of this section
and W.S. 17-16-1105, shall submit the plan to the shareholders
for their approval. The board of directors shall also transmit
to the shareholders a recommendation that the shareholders
approve the plan, unless the board of directors makes a
determination that because of conflicts of interest or other
special circumstances it should not make such a recommendation,
in which case the board of directors shall transmit to the
shareholders the basis for that determination.
(b) Reserved.
(c) The board of directors may condition its submission of
the proposed merger or share exchange to the shareholders on any
basis.
(d) If the plan of merger or share exchange is required to
be approved by the shareholders and if the approval is to be
given at a meeting, the corporation shall notify each
shareholder, whether or not entitled to vote, of the
shareholders' meeting at which the plan is to be submitted for
approval. The notice shall state that the purpose, or one (1)
of the purposes, of the meeting is to consider the plan and
contain or be accompanied by a copy or summary of the plan. If
the corporation is to be merged into an existing corporation or
other entity, the notice shall also include or be accompanied by
a copy or summary of the articles of incorporation or
organizational documents of that corporation or other entity.
If the corporation is to be merged into a corporation or other
entity that is to be created pursuant to the merger, the notice
shall include or be accompanied by a copy or a summary of the
articles of incorporation or organizational documents of the new
corporation or other entity.
(e) Unless the articles of incorporation or the board of
directors acting pursuant to subsection (c) of this section
require a greater vote or a greater number of votes to be
present, approval of the plan of merger or share exchange
requires the approval of the shareholders at a meeting at which
a quorum exists, and, if any class or series of shares is
entitled to vote as a separate group on the plan of merger or
share exchange, the approval of each such separate voting group
at a meeting at which a quorum of the voting group is present.
(f) Separate voting by voting groups is required:
(i) On a plan of merger by each class or series of
shares that:
(A) Are to be converted under the plan of merger
into other securities, interests, obligations, rights to acquire
shares, other securities or interests, cash, other property, or
any combination of the foregoing; or
(B) Would be entitled to vote as a separate
group on a provision in the plan that, if contained in a
proposed amendment to articles of incorporation, would require
action by separate voting groups under W.S. 17-16-1004;
(ii) On a plan of share exchange by each class or
series of shares included in the exchange, with each class or
series constituting a separate voting group; and
(iii) On a plan of merger or share exchange, if the
voting group is entitled under the articles of incorporation to
vote as a voting group to approve a plan of merger or share
exchange.
(g) Unless the articles of incorporation otherwise
provide, approval by the corporation's shareholders of a plan of
merger or share exchange is not required if:
(i) The corporation will survive the merger or is the
acquiring corporation in a share exchange;
(ii) Except for amendments permitted by W.S.
17-16-1005, its articles of incorporation will not be changed;
(iii) Each shareholder of the corporation whose
shares were outstanding immediately before the effective date of
the merger or share exchange will hold the same number of
shares, with identical preferences, limitations, and relative
rights, immediately after the effective date of change; and
(iv) The issuance in the merger or share exchange of
shares or other securities convertible into or rights
exercisable for shares does not require a vote under W.S.
17-16-621(f).
(h) If as a result of a merger or share exchange one (1)
or more shareholders of a domestic corporation would become
subject to owner liability for the debts, obligations or
liabilities of any other person or entity, approval of the plan
of merger or share exchange shall require the execution, by each
shareholder of the domestic corporation, of a separate written
consent to become subject to owner liability.
(j) After a merger or share exchange is authorized, and at
any time before articles of merger or share exchange are filed,
the planned merger or share exchange may be abandoned, subject
to any contractual rights, without further shareholder action,
in accordance with the procedure set forth in the plan of merger
or share exchange or, if none is set forth, in the manner
determined by the board of directors.