Sec. 33-816. Share exchange.
Sec. 33-816. Share exchange. (a) Through a share exchange: (1) A domestic corporation may acquire all of the shares of one or more classes or series of shares of another
domestic corporation or of a foreign corporation, or all of the interests of one or more
classes or series of interests of a domestic or foreign other entity, in exchange for shares
or other securities, interests, obligations, rights to acquire shares or other securities, cash
or other property, or any combination thereof, pursuant to a plan of share exchange; or
(2) all of the shares of one or more classes or series of shares of a domestic corporation
may be acquired by another domestic corporation or by a foreign corporation or other
entity, in exchange for shares or other securities, interests, obligations, rights to acquire
shares or other securities, cash or other property, or any combination thereof, pursuant
to a plan of share exchange.
(b) A foreign corporation, or a domestic or foreign other entity, may be a party to
a share exchange only if: (1) The share exchange is permitted by the law of the state or
country under which such corporation or other entity is organized or by which it is
governed; and (2) in effecting the share exchange, such corporation or other entity complies with such law and with its certificate of incorporation or organizational documents.
(c) The plan of share exchange must include: (1) The name of each corporation or
other entity whose shares or interests will be acquired and the name of the corporation
or other entity that will acquire such shares or interests; (2) the terms and conditions of
the share exchange; (3) the manner and basis of exchanging shares of a corporation or
interests in an other entity whose shares or interests will be acquired under the share
exchange into shares or other securities, interests, obligations, rights to acquire shares
or other securities, cash or other property, or any combination thereof; and (4) any other
provisions required by the law of the state or country under which any party to the share
exchange is organized or by which it is governed or by the certificate of incorporation
or organizational documents of any such party.
(d) Terms of a plan of share exchange may be made dependent on facts objectively
ascertainable outside the plan in accordance with subsection (l) of section 33-608.
(e) The plan of share exchange may also include a provision that the plan may be
amended prior to the filing of a certificate of share exchange with the Secretary of the
State, provided, if the shareholders of a domestic corporation that is a party to the share
exchange are required or permitted to vote on the plan, the plan must provide that,
subsequent to approval of the plan by such shareholders, the plan may not be amended
to: (1) Change the amount or kind of shares or other securities, interests, obligations,
rights to acquire shares or other securities, cash or other property to be issued by the
corporation or to be received by the shareholders of or owners of interests in any party
to the share exchange in exchange for their shares or interests under the plan; or (2)
change any of the terms or conditions of the plan if the change would adversely affect
such shareholders in any material respect.
(f) This section does not limit the power of a domestic corporation to acquire shares
of another corporation or interests in an other entity in a transaction other than a share
exchange.
(P.A. 94-186, S. 133, 215; P.A. 03-18, S. 19; 03-158, S. 11; P.A. 04-50, S. 2.)
History: P.A. 94-186 effective January 1, 1997; P.A. 03-18 amended Subsec. (a) by adding "Through a share exchange",
replacing "corporation" with "domestic corporation" and "outstanding shares" with "shares", deleting provision re adoption
of exchange by board of each corporation and approval of exchange by shareholders if required by Sec. 33-817, adding
Subdiv. (1) re acquisition by domestic corporation of shares of domestic or foreign corporation or interests of domestic or
foreign other entity pursuant to plan of share exchange, and adding Subdiv. (2) re acquisition by domestic or foreign
corporation or other entity of shares of domestic corporation pursuant to plan of share exchange, deleted former Subsecs.
(b), (c) and (d) re plan of exchange and power to acquire shares through voluntary exchange or otherwise, added new
Subsec. (b) re foreign corporation or domestic or foreign other entity may be party to share exchange, added new Subsec.
(c) re requirements for plan of share exchange, added new Subsec. (d) re terms of plan of share exchange made dependent
on facts objectively ascertainable outside the plan, added Subsec. (e) re amendment of plan of share exchange, and added
Subsec. (f), redesignated as Subsec. (g) by the Revisors to allow insertion of Subsec. added by P.A. 03-158 as Subsec. (f),
re power to acquire shares or interests in transaction other than a share exchange, effective July 1, 2003; P.A. 03-158 added
new Subsec., designated as Subsec. (f) by the Revisors, re terms dependent on facts objectively ascertainable outside the
plan; P.A. 04-50 deleted former Subsec. (d) re terms of plan of share exchange made dependent on facts objectively
ascertainable outside the plan, redesignated provisions of existing Subsec. (f) re terms dependent on facts objectively
ascertainable outside the plan as new Subsec. (d) and redesignated existing Subsec. (g) re power to acquire shares or
interests in transaction other than a share exchange as new Subsec. (f), effective May 4, 2004.