355.621. Limitations upon mergers, certain companies.
Limitations upon mergers, certain companies.
355.621. 1. Without the prior approval of the circuitcourt having jurisdiction in the county where the registeredoffice in this state of any domestic corporation which is a partyto the merger is located, a public benefit corporation may mergewith the following in a proceeding of which the attorney generalhas been given written notice:
(1) A public benefit corporation;
(2) A foreign corporation which would qualify under thischapter as a public benefit corporation;
(3) A wholly-owned foreign or domestic business or mutualbenefit corporation, provided the public benefit corporation isthe surviving corporation and continues to be a public benefitcorporation after the merger; or
(4) A business or mutual benefit corporation, provided that:
(a) On or prior to the effective date of the merger, assetswith a value equal to the greater of the fair market value of thenet tangible and intangible assets, including goodwill, of thepublic benefit corporation or the fair market value of the publicbenefit corporation if it were to be operated as a businessconcern are transferred or conveyed to one or more persons whowould have received its assets under subdivisions (5) and (6) ofsubsection 1 of section 355.691 had it dissolved;
(b) It shall return, transfer or convey any assets held byit upon condition requiring return, transfer or conveyance, whichcondition occurs by reason of the merger, in accordance with suchcondition; and
(c) The merger is approved by a majority of directors of thepublic benefit corporation who are not and will not becomemembers or shareholders in, or officers, employees, agents orconsultants of, the surviving corporation.
2. At least twenty days before consummation of any mergerof a public benefit corporation, pursuant to subdivision (4) ofsubsection 1 of this section, notice, including a copy of theproposed plan of merger, and, if applicable, evidence of proposedcompliance with that subdivision, must be delivered to theattorney general.
3. Without the prior approval of the circuit court havingjurisdiction in the county where the registered office in thisstate of any domestic corporation which is a party to the mergeris located, in a proceeding in which the attorney general hasbeen given notice, no member of a public benefit corporation mayreceive or keep anything as a result of a merger other than amembership or membership in the surviving public benefitcorporation. The court shall approve the transaction if it is inthe public interest.
(L. 1994 H.B. 1095)Effective 7-1-95