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(a) A statutory close corporation need not adopt bylaws if provisions required by law to be contained in bylaws are contained in either the articles of incorporation or a shareholder agreement authorized by W.S. 17-17-120. (b) If a corporation does not have bylaws when its statutory close corporation status terminates under W.S. 17-17-131, the corporation shall immediately adopt bylaws under W.S. 17-16-206.
Propose a change(a) The annual meeting date for a statutory close corporation is the last business day of the third month following the close of the business year unless its articles of incorporation, bylaws, or a shareholder agreement authorized by W.S. 17-17-120 fixes a different date. (b) A statutory close corporation need not hold an annual meeting unless one (1) or more shareholders deliver written notice to the corporation requesting a meeting at least thirty (30) days before the meeting date determined under subsection (a) of this section.
Propose a changeNotwithstanding any law to the contrary, an individual who holds more than one (1) office in a statutory close corporation may execute, acknowledge or verify in more than one (1) capacity any document required to be executed, acknowledged or verified by the holders of two (2) or more offices.
Propose a changeThe failure of a statutory close corporation to observe the usual corporate formalities or requirements relating to the exercise of its corporate powers or management of its business and affairs is not a ground for imposing personal liability on the shareholders for liabilities of the corporation. Subarticle D. Reorganization and Termination
Propose a change(a) A plan of merger, consolidation or share exchange that: (i) If effected would terminate statutory close corporation status must be approved by the holders of at least two-thirds (2/3) of the votes of each class or series of shares of the statutory close corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan; (ii) If effected would create the surviving or new corporation as a statutory close corporation must be approved by the holders of at least two-thirds (2/3) of the votes of each class or series of shares of the surviving corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the plan. (b) A sale, lease, exchange, mortgage, encumbrance or other disposition of all or substantially all of the property, with or without the good will, of a statutory close corporation, if not made in the usual and regular course of business, must be approved by the holders of at least two-thirds (2/3) of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on the transaction.
Propose a change(a) A statutory close corporation may terminate its statutory close corporation status by amending its articles of incorporation to delete the statement that it is a statutory close corporation. If the statutory close corporation has elected to operate without a board of directors under W.S. 17-17-121, the amendment must either comply with W.S. 17-16-801 or delete the statement dispensing with the board of directors from its articles of incorporation. (b) An amendment terminating statutory close corporation status must be approved by the holders of at least two-thirds (2/3) of the votes of each class or series of shares of the corporation, voting as separate voting groups, whether or not the holders are otherwise entitled to vote on amendments. (c) If an amendment to terminate statutory close corporation status is adopted, each shareholder who voted against the amendment is entitled to assert dissenters' rights under W.S. 17-16-1301 through 17-16-1331.
Propose a change(a) A corporation that terminates its status as a statutory close corporation is thereafter subject to all provisions of the Wyoming Business Corporation Act and, if incorporated under W.S. 17-3-101 through 17-3-104, to all provisions of those statutes. (b) Termination of statutory close corporation status does not affect any right of a shareholder or of the corporation under an agreement or the articles of incorporation unless this chapter, the Wyoming Business Corporation Act, or another law of this state invalidates the right.
Propose a change(a) The articles of incorporation of a statutory close corporation may authorize one (1) or more shareholders, or the holders of a specified number or percentage of shares of any class or series, to dissolve the corporation at will or upon the occurrence of a specified event or contingency. The shareholder or shareholders exercising this authority must give written notice of the intent to dissolve to all the other shareholders. Sixty (60) days after the effective date of the notice, the corporation shall begin to wind up and liquidate its business and affairs and file articles of dissolution under W.S. 17-16-1403 through 17-16-1407. (b) Unless the articles of incorporation provide otherwise, an amendment to the articles of incorporation to add, change or delete the authority to dissolve described in subsection (a) of this section must be approved by the holders of all the outstanding shares, whether or not otherwise entitled to vote on amendments, or if no shares have been issued, by all the subscribers for shares, if any, or if none, by all the incorporators. Subarticle E. Judicial Supervision
Propose a change(a) Subject to satisfying the conditions of subsections (c) and (d) of this section, a shareholder of a statutory close corporation may petition the district court for any of the relief described in W.S. 17-17-141 through 17-17-143 if: (i) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent or unfairly prejudicial to the petitioner, whether in his capacity as shareholder, director or officer of the corporation; (ii) The directors or those in control of the corporation are deadlocked in the management of the corporation's affairs, the shareholders are unable to break the deadlock, and the corporation is suffering or will suffer irreparable injury or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally because of the deadlock; or (iii) There exists one (1) or more grounds for judicial dissolution of the corporation under W.S. 17-16-1430. (b) A shareholder must commence a proceeding under subsection (a) of this section in the district court of the county where the corporation's principal office, or, if none in this state, its registered office, is located. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive. (c) If a shareholder has agreed in writing to pursue a nonjudicial remedy to resolve disputed matters, he may not commence a proceeding under this section with respect to the matters until he has exhausted the nonjudicial remedy. (d) If a shareholder has dissenters' rights under this chapter or W.S. 17-16-1301 through 17-16-1331 with respect to proposed corporate action, he must commence a proceeding under this section before he is required to give notice of his intent to demand payment under W.S. 17-16-1321 or to demand payment under W.S. 17-16-1323 or the proceeding is barred. (e) Except as provided in subsections (c) and (d) of this section, a shareholder's right to commence a proceeding under this section and the remedies available under W.S. 17-17-141 through 17-17-143 are in addition to any other right or remedy he may have.
Propose a change(a) If the court finds that one (1) or more of the grounds for relief described in W.S. 17-17-140(a) exist, it may order such relief as it deems appropriate including one (1) or more of the following types of relief: (i) The performance, prohibition, alteration or setting aside of any action of the corporation or of its shareholders, directors, or officers or of any other party to the proceeding; (ii) The cancellation or alteration of any provision in the corporation's articles of incorporation or bylaws; (iii) The removal from office of any director or officer; (iv) The appointment of any individual as a director or officer; (v) An accounting with respect to any matter in dispute; (vi) The appointment of a custodian to manage the business and affairs of the corporation; (vii) The appointment of a provisional director who has all the rights, powers and duties of a duly elected director to serve for the term and under the conditions prescribed by the court; (viii) The payment of dividends; or (ix) The award of damages to any aggrieved party. (b) If the court finds that a party to the proceeding acted arbitrarily, or otherwise not in good faith, it may award one (1) or more other parties their reasonable expenses, including counsel fees and the expenses of appraisers or other experts, incurred in the proceeding.
Propose a change(a) If the court finds that the ordinary relief described in W.S. 17-17-141(a) is or would be inadequate or inappropriate, it may order the corporation dissolved under W.S. 17-17-143 unless the corporation or one (1) or more of its shareholders purchases all the shares of the shareholder for their fair value and on terms determined under subsection (b) of this section. (b) If the court orders a share purchase, it shall: (i) Determine the fair value of the shares, considering among other relevant evidence the going concern value of the corporation, any agreement among some or all of the shareholders fixing the price or specifying a formula for determining share value for any purpose, the recommendations of appraisers, if any, appointed by the court, and any legal constraints on the corporation's ability to purchase the shares; (ii) Specify the terms of the purchase, including if appropriate terms for installment payments, subordination of the purchase obligation to the rights of the corporation's other creditors, security for a deferred purchase price, and a covenant not to compete or other restriction on the seller; (iii) Require the seller to deliver all his shares to the purchaser upon receipt of the purchase price or the first installment of the purchase price; (iv) Provide that after the seller delivers his shares he has no further claim against the corporation, its directors, officers or shareholders, other than a claim to any unpaid balance of the purchase price and a claim under any agreement with the corporation or the remaining shareholders that is not terminated by the court; and (v) Provide that if the purchase is not completed in accordance with the specified terms, the corporation is to be dissolved under W.S. 17-17-143. (c) After the purchase order is entered, any party may petition the court to modify the terms of the purchase and the court may do so if it finds that changes in the financial or legal ability of the corporation or other purchaser to complete the purchase justify a modification. (d) If the corporation is dissolved because the share purchase was not completed in accordance with the court's order, the selling shareholder has the same rights and priorities in the corporation's assets as if the sale had not been ordered.
Propose a change(a) The court may dissolve the corporation if it finds: (i) There are one (1) or more grounds for judicial dissolution under W.S. 17-16-1430; or (ii) All other relief ordered by the court under W.S. 17-17-141 or 17-17-142 has failed to resolve the matters in dispute. (b) In determining whether to dissolve the corporation, the court shall consider among other relevant evidence the financial condition of the corporation but may not refuse to dissolve solely because the corporation has accumulated earnings or current operating profits. Subarticle F. Transition Provisions
Propose a changeThis chapter applies to all corporations electing statutory close corporation status under W.S. 17-17-103 after its effective date.
Propose a changeThe legislature has power to amend or repeal all or part of this chapter at any time and all corporations subject to this chapter are governed by the amendment or repeal.
Propose a changeThis act shall be known and may be cited as the "Wyoming Management Stability Act".
Propose a change(a) The definitions used in the Wyoming Business Corporations Act (W.S. 17-16-101 through 17-16-1810) shall apply to this act unless inconsistent with the definitions in this section. (b) As used in this act: (i) "Affiliate" means a person that directly, or indirectly through one (1) or more intermediaries, controls, or is controlled by, or is under common control with, another person; (ii) "Associate," when used to indicate a relationship with any person, means: (A) Any entity of which the person is a director, officer or partner or is, directly or indirectly, the owner of ten percent (10%) or more of any class of voting stock or similar securities of the entity; (B) Any trust or other estate in which the person has at least a ten percent (10%) beneficial interest or as to which such person serves as trustee or in a similar fiduciary capacity; or (C) Any relative or spouse of the person, or any relative of the spouse, who has the same residence as the person or who is a director or officer of the person or any of its affiliates. (iii) "Beneficial owner of a security" means any person who, directly or indirectly, has the power to vote or direct the voting of all or part of the voting rights of the security, or has the power to dispose of or direct the disposition of the security; (iv) "Business combination," when used in reference to any corporation and any interested stockholder of that corporation, means: (A) Any merger, consolidation or share exchange of the corporation or any subsidiary with: (I) The interested stockholder; (II) A foreign or domestic corporation that is, or after the merger, consolidation or share exchange would be, an affiliate or associate of the interested stockholder; or (III) Another corporation, if the merger, consolidation or share exchange is caused by an interested stockholder, and as a result of the merger, consolidation or share exchange any section of this act does not apply to the surviving corporation. (B) Any sale, lease, exchange, mortgage, pledge, transfer or other disposition, in one (1) transaction or a series of transactions, except proportionately as a stockholder of the corporation, to or with the interested stockholder or any affiliate or associate of the interested stockholder, whether as part of a dissolution or otherwise, of assets of the corporation or of any subsidiary which assets: (I) Have an aggregate market value equal to ten percent (10%) or more of either the aggregate market value of all the assets of the corporation determined on a consolidated basis or the aggregate market value of all the outstanding stock of the corporation; (II) Have an aggregate book value equal to ten percent (10%) or more of either the aggregate book value of all the assets of the corporation determined on a consolidated basis or of the aggregate stockholders equity of the corporation; or (III) Represent ten percent (10%) or more of the earning power or net income, determined on a consolidated basis, of the corporation. (C) Any transaction or series of transactions which results in the issuance or transfer by the corporation, or by any subsidiary, of any stock of the corporation or of the subsidiary to the interested stockholder except: (I) Any transaction pursuant to the exercise, exchange or conversion of securities into stock of the corporation or any subsidiary, which securities before the stockholder became an interested stockholder were outstanding and exercisable for or convertible into the stock; or (II) Any of the following transactions provided there is no increase in the interested stockholder's proportionate share of the corporation's stock of any class or series or of the corporation's voting stock: (1) Pursuant to a distribution made, or the exercise, exchange or conversion of securities into stock of the corporation or any subsidiary of securities distributed, pro rata to all holders of a class or series of stock of the corporation, after the stockholder became an interested stockholder; (2) Pursuant to an exchange offer by the corporation to purchase stock made on the same terms to all holders of the stock; or (3) Any issuance or transfer of stock by the corporation. (D) Any transaction involving the corporation or any subsidiary which has the effect, directly or indirectly, of increasing the proportionate share of the corporation's or a subsidiary's stock of any class or series, or securities convertible into the stock of any class or series, owned by the interested stockholder, except as a result of immaterial changes due to fractional share adjustments or as a result of any purchase or redemption of any shares of stock not caused, directly or indirectly, by the interested stockholder; (E) Any receipt by the interested stockholder of the benefit, directly or indirectly, except proportionately as a stockholder of the corporation, of any loans, advances, guarantees, pledges or other financial assistance, or a tax credit or other tax advantage, other than those expressly permitted in subparagraphs (A) through (D) of this paragraph, provided by or through the corporation or any subsidiary; or (F) The adoption of a plan or a proposal for the liquidation and dissolution of the corporation proposed by, or pursuant to an agreement, arrangement, or understanding, whether or not in writing, with an interested stockholder or an affiliate or associate of the interested stockholder. (v) "Control," including the term "controlling," "controlled by" and "under common control with," means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting stock, by contract or otherwise. A person who is the owner of ten percent (10%) or more of an entity's outstanding voting stock or similar interests shall be presumed to have control of the entity, in the absence of proof by a preponderance of the evidence to the contrary. A presumption of control shall not apply where the person holds voting stock or similar interests, in good faith and not for the purpose of circumventing this act, as an agent, bank, broker, nominee, custodian or trustee for one (1) or more owners who do not individually or as a group have control of the other person; (vi) "Equity security" means: (A) Any share or similar security carrying, at the time of the takeover offer, the right to vote on any matter by virtue of the articles of incorporation, bylaws, or governing instrument of the target company or the right to vote for directors or persons performing substantially similar functions by operation of law; (B) Any security convertible into a security described in subparagraph (A) of this paragraph or any warrant or right to purchase that security; or (C) Any other security which, for the protection of investors, is an equity security pursuant to regulation of the secretary of state. (vii) "Interested stockholder": (A) Means any person and the affiliates and associates of the person, other than the corporation and any subsidiary, that: (I) Is the owner of fifteen percent (15%) or more of the outstanding voting stock of the corporation; or (II) Is an affiliate or associate of the corporation and was the owner of fifteen percent (15%) or more of the outstanding voting stock of the corporation at any time within the three (3) year period immediately before it is to be determined whether the person is an interested stockholder. (B) But does not mean: (I) Any person who: (1) Owned shares in excess of the fifteen percent (15%) limitation as of January 1, 1990, acquired shares pursuant to a tender offer commenced prior to January 1, 1989, or owned shares pursuant to an exchange offer announced prior to January 1, 1989 and commenced within ninety (90) days; and (2) Continued to own shares in excess of the fifteen percent (15%) limitation or would have but for action by the corporation. (II) Any person who acquired the shares from a person described in subdivision (B)(I) of this paragraph by gift, inheritance or in a transaction in which no consideration was exchanged; or (III) Any person whose ownership of shares in excess of the fifteen percent (15%) limitation is the result of action taken solely by the corporation provided that the person shall be an interested stockholder if, after the corporate action, he acquires additional voting stock of the corporation, except as a result of further corporate action not caused, directly or indirectly, by that person. (viii) "Large publicly traded corporation" means a corporation which had assets at the end of its most recent fiscal year of at least ten million dollars ($10,000,000.00) according to generally accepted accounting principles and which: (A) Has a class of voting stock listed on a national securities exchange; (B) Has a class of voting stock authorized for quotation on an inter dealer quotation system of a registered national securities association; or (C) Has a class of voting stock held of record by more than one thousand (1,000) stockholders. (ix) "Offeree" means a record or beneficial owner of equity securities of the class which an offeror acquires or offers to acquire in connection with a takeover offer; (x) "Offeror" means a person who makes or in any way participates in making a takeover offer. The term includes all affiliates of that person and all persons who act jointly or in concert with that person for the purpose of acquiring, holding or disposing of, or exercising any voting rights attached to, the equity securities of a target company. It also includes the target company with respect to acquisitions of its own equity securities and with respect to periods of time when it is controlled by or under common control with the offeror. It does not include a financial institution or broker-dealer loaning funds or extending credit to any offeror in the ordinary course of its business, or any accountant, attorney, financial institution, broker-dealer, newspaper or magazine of general circulation, consultant, or other person furnishing information, services, or advice to or performing ministerial or administrative duties for an offeror and not otherwise participating in the takeover offer; (xi) "Owner" including the terms "own" and "owned" when used with respect to any stock means a person that individually or with or through any of its affiliates or associates: (A) Beneficially owns the stock, directly or indirectly; (B) Has the right to acquire the stock, whether the right is exercisable immediately or only after the passage of time, pursuant to any agreement, arrangement or understanding, or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise. A person shall not be deemed the owner of stock tendered pursuant to a tender or exchange offer made by that person or any of that person's affiliates or associates until the tendered stock is accepted for purchase or exchange; (C) Has the right to vote the stock pursuant to any agreement, arrangement or understanding. A person shall not be deemed the owner of any stock because of the person's right to vote the stock if the agreement, arrangement or understanding to vote the stock arises solely from a revocable proxy or consent given in response to a proxy or consent solicitation made to ten (10) or more persons; or (D) Has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting, except voting pursuant to a revocable proxy or consent as described in subparagraph (C) of this paragraph, or disposing of that stock with any other person that beneficially owns, or whose affiliates or associates beneficially own, directly or indirectly, that stock. (xii) "Qualified corporation" means any large publicly traded corporation, incorporated in Wyoming, and which has substantial business operations within Wyoming; (xiii) "Stockholder" means "shareholder" as defined by W.S. 17-16-140(a)(xxxix); (xiv) "Subsidiary" means a corporation or other person of which a majority of the outstanding voting stock or similar securities are owned, directly or indirectly, by the corporation; (xv) "Substantial business operations within the state of Wyoming" means: (A) At least ten percent (10%) of the corporation's full-time permanent employees are employed within the state; (B) At least one hundred (100) full-time permanent employees are employed within the state; (C) At least ten million dollars ($10,000,000.00) in fair market value of the corporation's assets are deposited within Wyoming financial institutions; (D) The principal operating headquarters and the primary offices of the chief executive officer are within Wyoming; or (E) The corporation has a combination of assets deposited within Wyoming financial institutions, assets assessed for ad valorem taxation within Wyoming, and assets within Wyoming not subject to ad valorem taxation which are sufficient to cause the corporation to pay the tax required by W.S. 17-16-1630(a). The payment of the tax required by W.S. 17-16-1630(a) shall be deemed conclusive evidence of substantial business operations within Wyoming. (xvi) "Substantially equivalent terms" means terms under which the fair market value of the consideration offered any offeree of a class of equity securities of the target company, determined on a per share or a per unit basis, are equal to the highest consideration offered in connection with a takeover offer to any other offeree of that class, determined on a per share or per unit basis; (xvii) "Takeover offer" means an offer to acquire or an acquisition of any equity security of a target company pursuant to a tender offer or request or invitation for tenders, if, after the acquisition, the offeror is or will be directly or indirectly a record or beneficial owner of more than ten percent (10%) of any class of the outstanding equity securities of the target company; (xviii) "Target company" means a qualified corporation other than: (A) A financial institution subject to regulation by the state banking commissioner, if the takeover offer is subject to approval by the state banking commissioner; (B) A corporation subject to regulation by the public service commission, if the takeover offer is subject to approval of the public service commission; or (C) A public utility, public utility holding company, bank holding company, or savings and loan association subject to regulation by a federal agency if the takeover offer is subject to the approval by that federal agency. (xix) "Voting stock" means: (A) For purposes other than determining whether a person is an interested stockholder, stock of any class or series entitled to vote generally in the election of directors; (B) For purposes of determining whether a person is an interested stockholder, stock deemed to be owned by the person but shall not include any other unissued stock of the corporation which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise. (xx) "This act" means W.S. 17-18-101 through 17-18-403. (c) For the purpose of determining whether a person is an interested stockholder as defined in paragraph (b)(vii) of this section, the number of voting stock of the corporation considered outstanding includes stock considered owned by that person, but does not include other unissued voting stock of the qualified corporation that may be issuable pursuant to an agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.
Propose a change(a) Any qualified corporation may elect to exercise or not to exercise any of the options set forth in articles 1 and 2 of this act. No elections for an option shall be made if the corporation does not meet the criteria of a qualified corporation at the time of the election. Any elections made under articles 1 and 2 of this act may be terminated in the same manner as the elections are made subject to the restrictions of this act. (b) If a corporation ceases to have substantial business operations within Wyoming, any election made under articles 1 and 2 of this act shall be null and void until the substantial business operations are restored and maintained for at least ninety (90) days. If the corporation terminates substantial business operations in Wyoming for the purpose of terminating an election under articles 1 and 2 of this act, the election shall remain in effect. If a corporation terminates substantial business operations within Wyoming for the purpose of voiding the restrictions on business combinations with interested stockholders provided by W.S. 17-18-104, the restrictions shall remain in effect. (c) If a corporation ceases to be a qualified corporation because it is no longer a large publicly traded corporation due to insufficient assets required by the definition provided in W.S. 17-18-102(b)(viii), at the end of a fiscal year any election made under articles 1 and 2 of this act and the requirements of W.S. 17-18-104 and article 3 of this act shall be null and void sixty (60) days after the end of the following fiscal year unless sufficient assets are again present at the end of that fiscal year. (d) If a corporation ceases to be a qualified corporation because it is no longer a large publicly traded corporation due to failure to meet the class of voting stock requirements required by the definition provided in W.S. 17-18-102(b)(viii), the corporation shall continue to be subject to W.S. 17-18-104 and article 3 of this act for five (5) years and any election made under articles 1 and 2 of this act prior to the failure to meet the criteria shall be null and void five (5) years from the date of the failure to meet the criteria. If the criteria are again met the election shall become effective and the corporation shall continue to be subject to W.S. 17-18-104.
Propose a change(a) Every qualified corporation is subject to the restrictions on business combinations with interested stockholders provided in this section unless the corporation elects not to be subject to the restrictions. A corporation which is not a qualified corporation may elect not to be subject to the restrictions on business combinations in the event it becomes a qualified corporation. The election shall be made either: (i) Through a specific provision in the articles of incorporation; (ii) Through a statement in the bylaws that the corporation elects not to be subject to the restrictions in W.S. 17-18-104(b). This election shall be effective immediately upon adoption of the bylaws, unless the articles of incorporation provide otherwise; or (iii) By filing a statement making the election with the secretary of state. This election shall be authorized by the corporation's board of directors and shall be effective from the date of filing with the secretary of state. (b) A qualified corporation shall not, directly or indirectly, enter into or engage in any business combination with any interested stockholder or any affiliate or associate of the interested stockholder for a period of three (3) years after the date the stockholder became an interested stockholder, unless: (i) Prior to the time the stockholder became an interested stockholder, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; or (ii) Repealed by Laws 1990, ch. 62, §§ 2, 3. (iii) On or after the time the stockholder became an interested stockholder, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds (2/3) of the outstanding voting stock which is not owned by the interested stockholder. (c) The restrictions contained in this section shall not apply if: (i) A stockholder becomes an interested stockholder inadvertently and as soon as practical divests sufficient stocks so that he ceases to be an interested stockholder, and would not, at any time within the three (3) year period immediately before a business combination between the corporation and the stockholder, have been an interested stockholder but for the inadvertent acquisition; (ii) Repealed by Laws 1990, ch. 62, §§ 2, 3. (d) The election not to be subject to the restrictions on business combinations may be revoked in the same manner as the elections are made. With respect to any interested stockholder the election not to be subject to the restrictions shall not be effective for a period of three (3) years after the date that the stockholder became an interested stockholder.
Propose a change(a) Any qualified corporation is subject to the shareholder takeover protection provisions listed in W.S. 17-18-105 through 17-18-111 unless the corporation elects not to be subject to the restrictions. A corporation which is not a qualified corporation may elect not to be subject to the shareholder takeover provisions in the event it becomes a qualified corporation. The election shall be made either: (i) Through a specific provision in the articles of incorporation; (ii) Through a statement in the bylaws that the corporation elects not to be subject to the restrictions in W.S. 17-18-105 through 17-18-111. This election shall be effective immediately upon adoption of the bylaws, unless the articles of incorporation provide otherwise; or (iii) By filing a statement making the election with the secretary of state. This election shall be authorized by the corporation's board of directors and shall be effective from the date of filing with the secretary of state. (b) If a takeover offer is outstanding and in progress at the time the election becomes effective, all further acquisition of stock by the offeror shall cease until the offer is in compliance with the stockholder takeover protection provision of W.S. 17-18-105 through 17-18-111. The offeror may take any steps necessary to comply with these provisions before the election becomes effective. (c) The election not to be subject to the shareholder takeover provisions of W.S. 17-18-105 through 17-18-111 may be revoked by the same method employed under subsection (a) of this section for making the election.
Propose a change(a) The offeror, before making a takeover offer, shall file with the secretary of state a statement in compliance with subsection (b) of this section and a consent to service of process. The offeror shall pay a filing fee of seven hundred fifty dollars ($750.00) and shall, not later than the filing date of the statement, deliver a copy of the statement to the target company at its principal office and, if different, to its Wyoming registered agent for service of process. (b) If a takeover offer is subject to any federal law, the statement shall be one (1) copy of each document required to be filed with the securities and exchange commission and any other federal agency. If the takeover offer is not subject to any requirement of federal law, the statement shall be filed on forms prescribed by the secretary of state and shall contain the following information: (i) The identity of and material information concerning the offeror, including: (A) If the offeror is a corporation, information concerning its organization, including the year and jurisdiction of its organization, a description of each class of its capital stock and long-term debt, a description of the business done by the offeror and its affiliates and any material changes of its business during the past three (3) years, a description of the location and character of the principal properties of the offeror and its affiliates, a description of any material pending legal or administrative proceedings in which the offeror or any of its affiliates is a party, the names of all directors and executive officers of the offeror and their material business activities and affiliations during the past three (3) years, and audited financial statements of the offeror and its affiliates for its three (3) most recent annual accounting periods and interim financial statements for any current period; (B) If the offeror is not a corporation, information concerning the person's background, including his material business activities and affiliations during the past three (3) years, and a description of any material pending legal or administrative proceeding in which he is a party. (ii) The source and amount of funds or other consideration used or to be used in acquiring any equity security, including a statement describing any securities which are being offered in exchange for the equity securities of the target company, and, if any part of the acquisition price is or will be represented by borrowed funds or other consideration, a description of the transaction and the names of all the parties; (iii) If the purpose of the acquisition is to gain control of the target company, a statement of any plans or proposals or negotiations with respect to the acquisition which the offeror has upon gaining control to liquidate the target company, sell its assets, effect its merger or consolidation, or make any other major change in its business, corporate structure, management or personnel; (iv) The number of shares or units of any equity security of the target company of which each offeror is the record or beneficial owner or which the offeror has a right to acquire, directly or indirectly; (v) Information as to any contracts, arrangements, understandings or negotiations with any person concerning any equity security of the target company, including transfers of any equity security, joint ventures, loan or option arrangements, puts and calls, guarantees of loan, guarantees against loss, guarantees of profits, division of losses or profits, or the giving or withholding of proxies, naming the persons with whom those contracts, arrangements or understandings have been entered; (vi) Information as to any contracts, arrangements, understandings or negotiations, with any person who is an officer, director, administrator, manager, executive employee, or record or beneficial owner of equity securities of the target company with respect to the tender of any equity securities of the target company, the purchase by the offeror of any equity securities owned by that person otherwise than pursuant to the takeover offer, the retention of any person in his present position or in any other management position or with respect to that person giving or withholding a favorable recommendation to the takeover offer; (vii) A description of the provisions made or to be made for providing all material information concerning the takeover offer to the offerees, including a description of the proposed takeover offer in the form proposed to be published or sent to the offerees initially disclosing the takeover offer; and (viii) Any other information which the secretary of state prescribes by regulation.
Propose a changeNo takeover offer shall be made which is not made to all offerees holding the same class of equity securities of the target company on substantially equivalent terms. A takeover offer to purchase less than all equity securities of the same class of the outstanding equity securities of the target company is not considered as having been made to all offerees of that class on substantially equivalent terms if the pro rata portion of equity securities of that class tendered by any offeree which will be accepted by the offeror is not equal to the highest pro rata portion of equity securities of that class tendered by any other offeree which will be accepted by the offeror. A takeover offer permitting offerees to elect to receive one (1) or more differing kinds of consideration is not considered as having been made to all offerees holding the same class of equity securities of the target company on substantially equivalent terms if proration occurs and the pro rata share of any one (1) or more differing kinds of consideration which is allocable to any offeree is not equal to the highest pro rata share allocable to any other offeree.
Propose a changeNo stock shall be contracted for, purchased or paid for pursuant to a takeover offer within the first twenty (20) business days after the offer is made. No shares shall be purchased or paid for in violation of any order of the secretary of state.
Propose a changeNo offeror may acquire in any manner any equity security of any class of a target company at any time within two (2) years following the conclusion of a takeover offer with respect to that class, including but not limited to acquisitions made by purchase, exchange, merger, consolidation, partial or complete liquidation, redemption, reverse stock split, and any other recapitalization or reorganization, unless the holder of that equity security is also afforded, at the time of that acquisition, a reasonable opportunity to dispose of that security to the offeror upon substantially equivalent terms. If a takeover offer is made or concluded while the election to be subject to the shareholder takeover protection provisions is in effect, the requirement of this section shall remain in effect for two (2) years following the conclusion of the takeover offer even if the election is subsequently terminated.
Propose a changeIn connection with any takeover offer, or any solicitation of offerees in opposition to or in favor of any takeover offer, it is unlawful for any person to make any untrue statement of a material fact or to omit to state any material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, or to engage in any fraudulent, deceptive or manipulative acts or practices.
Propose a change(a) Even if a corporation has elected to be subject to the provisions of W.S. 17-18-106 through 17-18-110 do not apply to the following: (i) An acquisition by an offeror, if the instant transaction and all acquisitions of equity securities of the same class during the preceding twelve (12) months by the offeror or any of its affiliates do not exceed two percent (2%) of that class; or (ii) An acquisition determined by order of the secretary of state to be a takeover offer that is not made for the purpose of, and not having the effect of, changing or influencing the control of a target company. (b) An order may only be adopted under paragraph (a)(ii) of this section after a hearing pursuant to W.S. 17-18-113. (c) The burden of establishing entitlement to any exemption is on the offeror.
Propose a changeauthority; individual liability of state officers or employees prohibited. (a) This act shall be administered by the secretary of state of Wyoming. (b) The secretary of state may promulgate reasonable rules and regulations necessary to carry out the purposes of this act. (c) Neither the secretary of state, nor any of his employees, shall be liable in their individual capacity, except to the state of Wyoming, for any act done or omitted in connection with the performance of their respective duties under the provisions of this act.
Propose a change(a) Whenever it appears to the secretary of state that any person has acted or is about to act in a manner constituting a violation of any provision of this act or any rule or regulation adopted pursuant to this act, the secretary of state shall call a hearing to investigate the matter. Any interested person may petition the secretary of state for a hearing if that person reasonably believes a violation of W.S. 17-18-105 through 17-18-111 has or is about to occur, or for purposes of W.S. 17-18-111(b). (b) At least five (5) days notice that a hearing will be held under this section shall be given to the target company, the offeror, and other persons as the secretary of state may designate. (c) The expenses, including the cost of transcripts and all expenses of the state, of all hearings held under this section shall be borne by the offeror. As security for the payment of these expenses, the offeror shall file with the secretary of state an acceptable bond or other deposit in an amount to be determined by the secretary of state. (d) The target company, the offeror, any offeree, and any other person whose interests may be affected have the right to appear at any hearing held pursuant to this section, and to become a party to the proceeding. Any person appearing at or party to the hearing has the rights granted in the Wyoming Administrative Procedure Act. (e) If the secretary of state finds by a preponderance of the evidence that the takeover statement fails to provide full and fair disclosure to the offerees of all material information concerning the takeover offer or that the takeover offer is not made to all offerees of the same class of equity securities of the target company on substantially equivalent terms, he shall by order prohibit the purchase of shares tendered in response to the takeover offer or condition purchase upon changes or modifications. (f) In the case of a takeover offer subject to the approval of the insurance commissioner, the offeror within five (5) days after the statement is filed shall mail a notice to all offerees of the target company advising them of the general terms and conditions of the takeover offer and the date of the hearing at which they may appear. No shares shall be contracted for, purchased or paid for until after approval by both the secretary of state and the insurance commissioner. All expenses of notifying the offerees shall be paid by the offeror.
Propose a changetarget companies and equity security owners for violations of law. (a) Whenever it appears to the secretary of state that any person has engaged or is about to engage in any act or practice constituting a violation of any provision of this act or any rule or regulation or order adopted under this act, the secretary of state may investigate and issue orders and notices, including temporary ex parte cease and desist orders without notice. In addition to all other remedies, he may bring an action in any district court in the name and on behalf of the state of Wyoming against any person or persons participating in or about to participate in a violation of this act to enjoin those persons from continuing or doing any act in violation of this act or to enforce compliance with this act. In any court proceedings the Wyoming Rules of Civil Procedure shall apply. (b) Whenever it is reasonably believed that any person has engaged or is about to engage in any act or practice constituting a violation of this act or any regulation or order adopted under this act, the offeror, target company or any record or beneficial owner of an equity security of the target company may bring an action in the district court of the county where the target company has its principal office or Natrona county to enjoin that person from continuing or doing any act in violation of this act or to enforce compliance with this act. (c) Upon a proper showing, the court may grant a permanent or preliminary injunction or temporary restraining order or may order rescission of any sales, tenders for sale, purchases or tenders for purchase of equity securities determined to be unlawful under this act or any rule or regulation or order of the secretary of state. The court shall not require the secretary of state to post a bond.
Propose a changeAn appeal may be taken by any offeror, target company, or other party to any proceeding before the secretary of state from any final order of the secretary of state by filing a petition for review within thirty (30) days after entry of the final order complained of pursuant to the provisions of the Wyoming Administrative Procedure Act (W.S. 16-3-101 through 16-3-115).
Propose a change(a) Any qualified corporation may in its articles of incorporation restrict or prohibit the use of proxies to vote shares. The restriction or prohibition may be effective for: (i) All meetings; (ii) All meetings and issues with any specific exceptions the board of directors authorizes; or (iii) Any meetings or any issues or both that the board of directors specifies. (b) The restriction or prohibitions on the use of proxies apply only to meetings including adjournments of meetings held within the state of Wyoming. (c) Notwithstanding any prohibition or restriction on the use of proxies, the beneficial owner of any shares entitled to vote shall always be entitled to vote the shares in person. If the beneficial owner of the shares is a minor or is incompetent, the shares may be voted in person by a trustee, a guardian, or a parent acting as trustee under the Wyoming Uniform Transfers to Minors Act or a similar act. If the beneficial owner of the shares is an entity other than a natural person, the shares may be voted by any duly authorized officer of that entity. (d) Any restrictions imposed on persons who may be appointed to act as proxies shall not discriminate on their face in favor of management and against any shareholders opposed to management. (e) The board may restrict appointment as proxies to specific individuals designated by the corporation provided: (i) Shareholders are given the opportunity to give binding instructions as to how the shares are to be voted on any issues or in any elections that management is aware of at least thirty (30) days before it mails materials seeking proxies; (ii) The corporation serves notice in writing on any shareholder who has requested in writing the notice within the past year of the deadline for submission of material on any issue that may arise at the meeting. The notice shall be given at least ten (10) days before the deadline; (iii) The individuals designated for appointment as proxies agree to vote all valid proxies according to the shareholder instructions given; and (iv) A meeting may not be adjourned sine die to prevent a vote on an issue if a quorum is present and the required majority either by proxy or in person has had an opportunity to indicate and has indicated an intention to vote against the recommendation of the board or management of the corporation on that issue. (f) If the articles of incorporation permit the board to impose restrictions on the use of proxies and a court orders a shareholder's meeting, the board may still impose the restrictions provided if it does so within ten (10) days of the meeting or within half the total number of days between the date of the court order and the date of the meeting, whichever is less. The time periods for notice of issues and mailing deadlines set forth in subsection (e) of this section shall not apply to court ordered meetings.
Propose a changeEffective January 1, 1990, notwithstanding W.S. 17-16-721(b) a qualified corporation may elect to allow the voting of shares which are owned directly or indirectly by a second corporation, a majority of whose shares entitled to vote for directors of the second corporation are owned by the first corporation. The election shall be made in the articles of incorporation as amended. The number of such shares that may be voted is limited to forty percent (40%) of the total shares of that class outstanding.
Propose a change(a) Notwithstanding W.S. 17-16-720 a qualified corporation in its bylaws may restrict access to the shareholder's list to a period beginning two (2) days after the notice of the meeting for which the list was prepared or ten (10) days before the date of the meeting whichever is less. (b) A qualified corporation in its bylaws may deny shareholders the right to copy the list of shareholders prior to the meeting provided that: (i) Arrangements are made for an independent firm to provide to shareholders any information any stockholder wants to send them relative to the matters to be considered at the meeting provided the stockholder pays for the mailing and provides the material in a timely fashion; and (ii) The list is made available at the shareholder's expense to any shareholder at or after the meeting who is bringing a legal challenge to the right of any other shareholder to vote at the meeting; and (iii) The list is available for inspection but not copying as provided by subsection (a) of this section and at the meeting. The making of handwritten copies by the shareholder or his attorney of the names and addresses of individual shareholders shall not be construed as copying within the meaning of this subsection. (c) A qualified corporation may take any other steps it deems reasonable or necessary to prevent the use of its shareholder lists for purposes not related to issues under consideration at a shareholder meeting.
Propose a change(a) Notwithstanding W.S. 17-16-702 and 17-16-703 a qualified corporation may in its bylaws: (i) Set a higher percentage of shares not to exceed fifty percent (50%) that must petition in order to call a special meeting than is provided by W.S. 17-16-702; (ii) Provide a longer period between the receipt of the request for a special meeting and the date that notice of the meeting is given than is allowed by W.S. 17-16-703(a)(ii)(A); (iii) Give the board discretion to require that the issues for which a special meeting is requested be considered instead at the next annual meeting if the request for the special meeting is made within a number of days of the annual meeting specified in the bylaws.
Propose a changeIn addition to the limitations on the matters that may be considered at annual meetings otherwise allowed by statute a qualified corporation may in its bylaws authorize the board to further limit the matters which an annual meeting may consider. The limitations shall not include elimination of the election of directors whose terms expire at the annual meeting. The limitations may take the form of excluding specified matters from consideration, allowing consideration of only certain specified matters, or requiring advance notice of the consideration of certain matters.
Propose a change(a) Stockholders present or represented by proxy at an annual or special meeting of a qualified corporation at which a quorum is not present may take only the following actions: (i) Ratify or reject the independent auditors selected by the board if the corporation's bylaws or articles of incorporation require approval of the auditors by a stockholder's meeting; (ii) With the consent of the officer presiding at the meeting, receive or hear any reports on the affairs of the corporation that may be presented; (iii) Within the constraints of the time allowed on the agenda, ask questions concerning the affairs of the corporation of any officer or board member present; (iv) Adjourn or recess the meeting to allow time to assemble a quorum, but they may not adjourn or recess to a different city and the total of all the adjournments and recesses may not exceed two (2) business days without the consent of the board of directors; (v) If a quorum is not present, may adjourn the meeting sine die, provided the motion to adjourn sine die shall not be in order until at least two (2) hours have passed since the time specified for the start of the meeting and the time at which the meeting was called to order. (b) If an annual meeting of a qualified corporation is adjourned sine die without achieving a quorum, the requirement of W.S. 17-16-701 to hold an annual meeting is satisfied. The board of directors may call a second annual meeting to take the place of the one adjourned without a quorum, but the board is not obligated to do so unless required to do so by the bylaws or articles of incorporation. (c) If a special meeting of a qualified corporation is adjourned sine die without achieving a quorum or without achieving the quorum necessary to do all or part of the business for which the meeting was required, the board of directors may call another special meeting, but is not obligated to do so unless required by the bylaws or articles of incorporation. The remedy of a stockholder aggrieved by a failure of the board to call another special meeting shall be to follow the procedures necessary for calling a new special meeting. (d) If different quorums are required for different matters, the absence of a quorum on one (1) issue shall not affect the ability of the meeting to act on other issues where a quorum is present.
Propose a change(a) A qualified corporation may, if its articles of incorporation authorize it to utilize the bondholder protection provisions of this act, utilize any of the provisions set forth in subsection (b) of this section. These protections shall apply only to bonds, debentures or other debt instruments whose original aggregate value at maturity is equal to or greater than five million dollars ($5,000,000.00) and whose original term is two (2) years or greater. Any number of bondholder protection provisions may be in effect at any time. (b) A qualified corporation may provide bondholder protection by requiring any or all of the following: (i) Bondholder approval of the replacement of more than twenty-four percent (24%) of the directors in any twelve (12) month period. The filling of vacancies created by the death or resignation of directors shall not be counted against the twenty-four percent (24%) limit provided that those vacancies are filled by nominees of the board of directors. If more than twenty-four percent (24%) of the directors are to be replaced, the approval of holders of a majority of the bonds shall be obtained in writing at the meeting where the directors are to be replaced or no more than thirty (30) days prior to the meeting. The consent of the bondholders shall be obtained to exceeding the twenty-four percent (24%) limit rather than to the individual directors to be replaced. If consent is denied, which directors are to be replaced shall be determined by the relative number of votes for each director by shares entitled to vote; (ii) Bondholder consent to any merger or acquisition which the corporation may be subject to or which the corporation may make, subject to the following: (A) The notice of bondholder protection shall specify the size of merger or acquisition at or above which the bondholder consent is required. The size may vary depending on whether the company is the acquiring party or is being acquired. In a merger the relative memberships on the board of directors of the surviving corporation may be used to determine whether or not bondholder consent is required; (B) The term acquisition shall be deemed to include the purchase of more than a specified percentage of the shares entitled to vote for directors by a person or combination of persons under common ownership or control or acting in concert. If a person or combination of persons acquires more than the specified percentage of shares, they shall be entitled to vote only the specified percentage until bondholder consent is acquired. The specified percentage shall be set in the notice of bondholder protection and shall not be less than ten percent (10%); (C) The bondholder consent shall be to a specific merger or acquisition rather than the general concept of mergers and acquisitions. (iii) Bondholder consent to the sale or disposal of certain assets, or assets exceeding a certain percentage of the corporation's total assets, or assets exceeding a set total value or any combination of these factors. The specifics of what requires bondholder consent shall be set forth in the notice of bondholder protection. Disposal of assets shall be construed to include the disposition of the assets to the shareholders either directly or through distribution of shares in a new or subsidiary corporation; (iv) Bondholder consent to the acquisition of debt above a specified percentage of total assets, a specified percentage of the net worth of the corporation, a specific amount, or any combination of these factors. The consent may be required generally or may be required only if the debt is to be used to pay for a merger or acquisition or a distribution to shareholders. The notice of bondholder protection shall specify the conditions under which bondholder consent is required.
Propose a change(a) The corporation utilizes a bondholder protection provision by adopting and filing with the secretary of state a notice of bondholder protection as provided in this section. (b) The notice of bondholder protection shall specify the percentage of bondholders whose consent is required for any action on that protection. The percentage may be different for different purposes. The percentage shall be not less than fifty percent (50%) nor greater than ninety percent (90%). The percentage shall be a percentage of the value at maturity of the bonds or other debt instruments issued and outstanding. (c) Notices of bondholder protection shall be approved by the corporation in the same manner as changes in corporate bylaws except that the articles of incorporation may specify a different manner of approval. The notices shall be filed with the trustee or transfer agent, if any, for the bonds and with the secretary of state. The notice filed with the secretary of state shall be accompanied by the administrative fee specified by regulation to recover the administrative costs of the state of Wyoming. The notice shall be effective as of the date of filing with the secretary of state. The corporation shall send to each known bondholder by first class mail either the full notice of bondholder protection or a summary of the notice and information as to how the full notice may be obtained from the company. This notice to the bondholders shall be given no later than the due date of the first interest payment due more than thirty (30) days after the bondholder protection notice is filed with the secretary of state and may be included with the mailing of the interest payment. (d) Bondholder protections may be revoked by the corporation in the same manner that notices of bondholder protection are issued and filed except that the revocation is effective as of a date specified in the notice filed with the secretary of state. The effective date shall be at least two (2) years and not more than six (6) years after filing the notice of revocation with the secretary of state.
Propose a change(a) At any time any amendment may be made to the bondholder protection provisions with the consent of the percentage of bondholders required for action as stated in the notice of bondholder protection. Such an amendment shall be effective upon filing the bondholder's consent and notice of amendment with the secretary of state. However, the effective date shall be specified in the notice and shall be at least two (2) years and not more than six (6) years after filing the bondholder's consent and notice of the amendment with the secretary of state for amendments which: (i) Change the time period for revocations to be effective; (ii) Decrease the percentage of bondholders required for approval of an action; (iii) Eliminate the requirement of bondholder approval for a specific action; or (iv) Otherwise decrease the protection available to bondholders. (b) The bondholder's consent shall be in writing signed by the bondholder or his lawful agent or trustee. Unless otherwise specified in W.S. 17-18-201 through 17-18-206 the consent is valid until revoked by the bondholder. The sale of the bond or debt instrument by the bondholder revokes the consent effective upon notification of the corporation or transfer agent of the sale.
Propose a change(a) Nothing in the bondholder protection provisions shall be construed or applied to abridge or prohibit any contract, covenant or restriction made between any corporation and its bondholders, or any holder of any other debt instrument provided the contract, covenant or restriction would be lawful in the absence of W.S. 17-18-201 through 17-18-206. Unless specifically prohibited by prior contract any eligible corporation may extend to the holders of any bond or debt instrument described in W.S. 17-18-201(a) the opportunity to receive any bondholder protection provisions. If a corporation represents to potential purchasers of bonds in any prospectus or other written advice to potential purchasers that it has extended or intends to extend any bondholder protection provisions, it shall also state in the same document that the protections may be revoked as provided by W.S. 17-18-201 through 17-18-206. (b) Protections under W.S. 17-18-201 through 17-18-206 shall be extended uniformly to all holders of the same class of bond or debt instrument but need not be extended uniformly to all classes of bonds or debt instruments.
Propose a changeThe term bondholder shall include the owners of any debt instrument to which bondholder protections are extended.
Propose a change