§ 17-16-630 — Shareholders' preemptive rights

Wyoming § 17-16-630

• Jurisdiction: Wyoming
• Title 17: Corporations, Partnerships and Associations
• Ch. 16: WYOMING BUSINESS CORPORATION ACT
• Art. 6: SHARES AND DISTRIBUTIONS

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(a) The shareholders of a corporation do not have a
preemptive right to acquire the corporation's unissued shares
except to the extent the articles of incorporation so provide.
(b) A statement included in the articles of incorporation
that "the corporation elects to have preemptive rights," or
words of similar import, means that the following principles
apply except to the extent the articles of incorporation
expressly provide otherwise:
(i) The shareholders of the corporation have a
preemptive right, granted on uniform terms and conditions
prescribed by the board of directors to provide a fair and
reasonable opportunity to exercise the right, to acquire
proportional amounts of the corporation's unissued shares upon
the decision of the board of directors to issue them;
(ii) A shareholder may waive his preemptive right. A
waiver evidenced by a writing is irrevocable even though it is
not supported by consideration;
(iii) There is no preemptive right with respect to:
(A) Shares issued as compensation to directors,
officers, agents, or employees of the corporation, its
subsidiaries or affiliates;
(B) Shares issued to satisfy conversion or
option rights created to provide compensation to directors,
officers, agents, or employees of the corporation, its
subsidiaries or affiliates;
(C) Shares authorized in articles of
incorporation that are issued within six (6) months from the
effective date of incorporation; or
(D) Shares sold otherwise than for money.
(iv) Holders of shares of any class without general
voting rights but with preferential rights to distributions or
assets have no preemptive rights with respect to shares of any
class;
(v) Holders of shares of any class with general
voting rights but without preferential rights to distributions
or assets have no preemptive rights with respect to shares of
any class with preferential rights to distributions or assets
unless the shares with preferential rights are convertible into
or carry a right to subscribe for or acquire shares without
preferential rights;
(vi) Shares subject to preemptive rights that are not
acquired by shareholders may be issued to any person for a
period of one (1) year after being offered to shareholders at a
consideration set by the board of directors that is not lower
than the consideration set for the exercise of preemptive
rights. An offer at a lower consideration or after the
expiration of one (1) year is subject to the shareholders'
preemptive rights.
(c) For purposes of this section, "shares" includes a
security convertible into or carrying a right to subscribe for
or acquire shares.