§ 17-16-1202 — Shareholder approval of certain dispositions

(a) A sale, lease, exchange, or other disposition of
assets, other than a disposition described in W.S. 17-16-1201,
requires approval of the corporation's shareholders if the
disposition would leave the corporation without a significant
continuing business activity. If a significant business
activity of the corporation prior to any such disposition of
assets was the active or passive holding, maintenance or
management of investments, then such holding, maintenance or
management of investments shall be considered a significant
continuing business activity. If a corporation retains a
business activity that represented at least twenty-five percent
(25%) of total assets at the end of the most recently completed
fiscal year, and twenty-five percent (25%) of either income from
continuing operations before taxes or revenues from continuing
operations for that fiscal year, in each case of the corporation
and its subsidiaries on a consolidated basis, the corporation
will conclusively be deemed to have retained a significant
continuing business activity.
(b) A disposition that requires approval of the
shareholders under subsection (a) of this section shall be
initiated by a resolution by the board of directors authorizing
the disposition. After adoption of such a resolution, the board
of directors shall submit the proposed disposition to the
shareholders for their approval. The board of directors shall
also transmit to the shareholders a recommendation that the
shareholders approve the proposed disposition, 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.
(c) The board of directors may condition its submission of
a disposition to the shareholders under subsection (b) of this
section on any basis.
(d) If a disposition is required to be approved by the
shareholders under subsection (a) of this section 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
meeting of shareholders at which the disposition 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 disposition and shall contain a description of the
disposition, including the terms and conditions thereof and the
consideration to be received by the corporation.
(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, the approval of a disposition by the shareholders shall
require the approval of the shareholders at a meeting at which a
quorum exists.
(f) After a disposition has been approved by the
shareholders under subsection (b) of this section and at any
time before the disposition has been consummated, it may be
abandoned by the corporation without action by the shareholders,
subject to any contractual rights of other parties to the
disposition.
(g) A disposition of assets in the course of dissolution
under article 14 is not governed by this section.
(h) For purposes of this section, the ownership interests
of a parent corporation in its subsidiaries, whether owned
directly by the parent corporation or indirectly through other
subsidiaries shall be valued at the net asset values of such
subsidiaries, without application of any discount to the
valuation of such ownership interests because of a lack of
marketability or otherwise.