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Since disputes may also arise amongst the members of such companies, the costs of which may ruin the company, the regime for private companies should contain dispute resolution procedures, simplified to the extent possible. With increasing use of information technology and computers, emergence of the service sector, it is time that the entrepreneurial capabilities of the people are given an outlet for participation in economic activity. Such economic activity may take place through the creation of an economic person in the form of a company.

Yet it would not be reasonable to expect that every entrepreneur who is capable of developing his ideas and participating in the market place should do it through an association of persons. We feel that it is possible for individuals to operate in the economic domain and contribute effectively. Such an entity may be provided with a simpler regime through exemptions so that the single entrepreneur is not compelled to fritter away his time, energy and resources on procedural matters. On the demise of the original director, the nominee director will manage the affairs of the company till the date of transmission of shares to legal heirs of the demised member.

It is even less if such companies are listed. Not only should such Government companies be able to compete in the market economy with other companies on equal terms, it would not be fair to the investors or creditors if such entities are allowed to present their performance on the basis of dissimilar parameters. However the costs of such responsibilities should be transparently assessed and provided by the Government through the budget as a subsidy. It is not appropriate that application of the law or standards be relaxed to allow such costs to be incurred in a non-transparent manner.

There may be an enabling provision to relax operation of Companies Act for such companies. Other companies, engaging in commercial activity should compete on the basis of transparency and level playing fields. Preferential treatment to such companies would be to the detriment to the capacity of Indian companies to survive in a competitive market. It should be one where there is a clear majority stake held by the state- i. There is no rationale for the definition of Government company being extended to companies set up by Government companies in course of their commercial activities.

Such restrictions would also not facilitate sound corporate planning, formation of joint ventures, international operations or restructuring of companies. However, the Act should provide for a clear definition of both the holding as well as subsidiary body corporate. In doing so, formation of subsidiary structures through control by a holding company, directly, indirectly or through one or more subsidiaries should be taken into account, keeping in view international practices.

However, it needs to be recognized that the phenomenon of siphoning off funds may not be caused solely on account of holding-subsidiary structure. Isolated instances of misuse of the holding-subsidiary structure should not result in doing away with this very important business model for investment and corporate planning. Instead of prohibiting formation of subsidiaries, there should be adequate disclosure obligations as to utilization of the funds raised or loans and advances given by the company to other entities.

Strict disclosure and compliance norms in respect of holding and subsidiary company structures should be provided for. At the same time, it was argued that the creation of subsidiaries for separate manufacturing entities, joint ventures was a reality and there were no restrictions on foreign companies operating internationally. In the present situation, when Indian companies were seeking to make investments abroad, such restriction would adversely affect their opportunities in face of international competition. During deliberations, it was felt that protecting legitimate business activity under a regime for setting up subsidiary companies would result in special carve outs and monitoring the activities of such companies would become an administrative nightmare.

For these reasons, the Committee took the view that limiting the layers of subsidiary investment companies was not feasible. Instead, a regime for preventing misuse of this mechanism should be devised based on transparent Board processes and disclosures under close supervision of the regulator for listed companies. It was also not feasible to make this structure amenable to a competitive market for corporate control. The Corporate Governance regime applicable to companies could not be properly imposed on this form. Part IX A in the present Companies Act, which has hardly been resorted to and is more likely to create disputes of interpretation and may, therefore, be excluded from the Companies Act.

The ability to access technology, know-how, business, trade-marks and other intellectual property or service rights is critically linked with the law on joint ventures. As per the judicial view, recognition to such covenants through corporate action is possible only if they are made part of the Articles of Association of a company. However, in this form, they are subjected to the overriding effect of Section 9 of the Companies Act, Thus, while joint venture agreements may take place and provide for certain exclusionary or extra-ordinary clauses pertaining to interventions by the joint venture partners, such exclusions are not generally compatible with the present Companies Act.

They are, however, recognized under Contract Law. The effect of this framework is that dispute resolution in respect of joint venture provisions becomes subject to contract law provisions and is subject to lengthy arbitration. The companies however, prefer that such aspects should be addressed more speedily through the corporate processes.

It was noted that joint venture agreements have several clauses pertaining to voting rights, additional quorum requirements, arbitration provisions ousting statutory remedies, pre-emption rights or restrictions on transfer of shares. This would however imply that any third party dealing with any or either of named shareholders would have an obligation and a consequent right to seek disclosure and must verify the fullness of fact and terms contracted between the joint venture partners through shareholders agreements before dealing with the shares.

Nor could company law address the shortcomings of other legal regimes, the costs associated with arbitration and litigation that would need to be undergone to enforce contracts. A transparent modality for providing recognition to agreements between joint venture partners for corporate action should be worked out in Company Law, keeping in view the concern that such arrangements should not become a window for circumventing the essential provisions of the Law.

Therefore, a suitable provision should be incorporated under the new Company Law recognizing such arrangements between two or more substantial shareholders or joint venture partners. It is being felt in certain quarters that this concept should be deleted, with suitable transitory provisions in respect of existing PFIs. Besides, there does not appear to be any logic for addressing such a concept relating to Financial Institutions in the Companies Act.

There is no reason why a relaxed framework in respect of corporate governance should be provided to such institutions through exemptions in provisions of company law. Such institutions should be put through similar requirements of financial and management prudence as other FIs. Therefore, the Committee does not see any reason why the special regime for Public Financial Institutions provided under the Companies Act, , should continue.

The information necessary for registration may be prescribed through rules. However, the contents of the Memorandum of Association should be part of the substantive law and not in the Rules. Process of registration should be speedy and compatible with e-Governance initiative taken up by the Government.

Any type of electronic transmission appearing to have been, or containing or accompanied by such information or obtained under such procedures to reasonably ensure that the electronic transmission was, transmitted by such person is a sufficient appointment, subject to the verification requested by the corporation under s. Signing an appointment form, with the signature affixed, by any reasonable means including, but not limited to, facsimile or electronic signature. Transmitting or authorizing the transmission of an electronic transmission to the person who will be appointed as the proxy or to a proxy solicitation firm, proxy support service organization, registrar, or agent authorized by the person who will be designated as the proxy to receive such transmission.

However, any electronic transmission must set forth or be submitted with information from which it can be determined that the electronic transmission was authorized by the shareholder, other person entitled to vote on behalf of a shareholder pursuant to s. If it is determined that the electronic transmission is valid, the inspectors of election or, if there are no inspectors, such other persons making that determination shall specify the information upon which they relied.

An appointment is valid for the term provided in the appointment form and, if no term is provided, is valid for 11 months unless the appointment is irrevocable under subsection 5. The terms, conditions, and limitations of such treatment shall be specified in the procedure. To the extent such person is treated under such procedure as having rights or privileges that the record shareholder otherwise would have, the record shareholder may not have those rights or privileges.

Any determination made by the inspector of election under those subsections is controlling. Unless the articles of incorporation or this chapter provides otherwise, a majority of the votes entitled to be cast on the matter by the voting group constitutes a quorum of that voting group for action on that matter. Action may be taken by different voting groups on a matter at different times. A bylaw provision or amendment adopted by shareholders which specifies the votes necessary for the election of directors may not be further amended or repealed by the board of directors.

Shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide. An inspector may be an officer or employee of the corporation. The inspectors may appoint or retain other persons to assist the inspectors in the performance of the duties of inspector under subsection 2 and may rely on information provided by such persons and other persons, including those appointed to count votes, unless the inspectors believe reliance is unwarranted.

If no announcement is made, the polls shall be deemed to have closed upon the final adjournment of the meeting. After the polls close, no ballots, proxies, or votes, or any revocations or changes thereto, may be accepted. When a voting trust agreement is signed, the trustee shall prepare a list of the names and addresses of all voting trust beneficial owners, together with the number and class of shares each transferred to the trust, and deliver copies of the list and agreement to the corporation at its principal office. A voting agreement created under this section is not subject to the provisions of s.

A transferee shall be deemed to have notice of any such agreement or any renewal thereof if the existence of such agreement is noted on the face or back of the certificate or certificates representing such shares or on the information statement for uncertified shares required by s. Set forth or referenced in the articles of incorporation or bylaws and approved by all persons who are shareholders at the time the agreement; or.

Set forth in a written agreement that is signed by all persons who are shareholders at the time of the agreement and such written agreement is made known to the corporation; and. If at the time of the agreement the corporation has shares outstanding which are represented by certificates, the corporation shall recall such certificates and issue substitute certificates that comply with this subsection. The failure to note the existence of the agreement on the certificate or information statement shall not affect the validity of the agreement or any action taken pursuant to it.

Any purchaser of shares who, at the time of purchase, did not have knowledge of the existence of the agreement shall be entitled to rescission of the purchase. A purchaser shall be deemed to have knowledge of the existence of the agreement if its existence is noted on the certificate or information statement for the shares in compliance with this subsection and, if the shares are not represented by a certificate, the information statement is delivered to the purchaser at or before the time of the purchase of the shares.

An action to enforce the right of rescission authorized by this subsection must be commenced within the earlier of 90 days after discovery of the existence of the agreement or 2 years after the time of purchase of the shares. In all such cases, the corporation has the burden of proof regarding the qualifications, good faith, and reasonable inquiry of the group making the determination. The court may determine which party or parties to the derivative action shall bear the expense of giving the notice. A provisional director may be appointed notwithstanding the absence of a vacancy on the board of directors, and such director shall have all the rights and powers of a duly elected director, including the right to notice of and to vote at meetings of directors, until such time as the provisional director is removed by order of the court or, unless otherwise ordered by a court, removed by a vote of the shareholders sufficient either to elect a majority of the board of directors or, if greater than majority voting is required by the articles of incorporation or the bylaws, to elect the requisite number of directors needed to take action.

A provisional director shall be an impartial person who is neither a shareholder nor a creditor of the corporation or of any subsidiary or affiliate of the corporation, and whose further qualifications, if any, may be determined by the court. No provisional director shall be liable for any action taken or decision made, except as directors may be liable under s.

In addition, the provisional director shall submit to the court, if so directed, recommendations as to the appropriate disposition of the action. Whenever a provisional director is appointed, any officer or director of the corporation may, from time to time, petition the court for instructions clarifying the duties and responsibilities of such officer or director.

The articles of incorporation or bylaws may prescribe additional qualifications for directors or nominees for directors. The terms of office and voting powers of the directors elected in the manner provided in the articles of incorporation may be greater than or less than those of any other director or class of directors.

Registration and Records

If the articles of incorporation provide that directors elected by the holders of a voting group shall have more or less than one vote per director on any matter, every reference in this chapter to a majority or other proportion of directors shall refer to a majority or other proportion of the votes of such directors. If the directors have staggered terms, then any increase or decrease in the number of directors shall be so apportioned among the classes as to make all classes as nearly equal in number as possible.

If a resignation is made effective at a later date or upon the subsequent happening of an event or events, the board of directors may fill the pending vacancy before the effective date occurs if the board of directors provides that the successor does not take office until the effective date. Unless the bylaws otherwise provide, notice of any such adjourned meeting shall be given to the directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors.

A director participating in a meeting by this means is deemed to be present in person at the meeting. The action must be evidenced by one or more written consents describing the action taken and signed by each director or committee member and delivered to the corporation. The notice need not describe the purpose of the special meeting unless required by the articles of incorporation or bylaws. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the date, time, place, or purpose of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting or promptly upon arrival at the meeting, any objection to holding the meeting or to the transaction of business because the meeting is not lawfully called or convened and if the director, after objection, does not vote for or consent to action taken at the meeting.

Such committees shall be composed exclusively of one or more directors. As to which the particular person merits confidence; or. A violation of the criminal law, unless the director had reasonable cause to believe his or her conduct was lawful or had no reasonable cause to believe his or her conduct was unlawful. A judgment or other final adjudication against a director in any criminal proceeding for a violation of the criminal law estops that director from contesting the fact that his or her breach, or failure to perform, constitutes a violation of the criminal law; but does not estop the director from establishing that he or she had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful;.

A circumstance under which the transaction at issue is one from which the director derived an improper personal benefit, either directly or indirectly;. A circumstance under which the liability provisions of s. In a proceeding by or in the right of the corporation to procure a judgment in its favor or by or in the right of a shareholder, conscious disregard for the best interest of the corporation, or willful or intentional misconduct; or. In a proceeding by or in the right of someone other than the corporation or a shareholder, recklessness or an act or omission which was committed in bad faith or with malicious purpose or in a manner exhibiting wanton and willful disregard of human rights, safety, or property.

The vote of those shares, however, is counted in determining whether the transaction is approved under other sections of this chapter. A majority of the shares, whether or not present, that are entitled to be counted in a vote on the transaction under this subparagraph constitutes a quorum for the purpose of taking action under this section.

In such action, the vote or consent of directors who are not disinterested may be counted. In such action, the vote or consent of shareholders who are not disinterested shareholders may be counted. The loan, guaranty, or other assistance may be with or without interest and may be unsecured or secured in such manner as the board of directors shall approve, including a pledge of shares of stock of the corporation. Nothing in this section shall be deemed to deny, limit, or restrict the powers of guaranty or warranty of any corporation at common law or under any statute.

Loans, guarantees, or other types of assistance are subject to s. In any proceeding commenced under this section, a director has all of the defenses ordinarily available to a director.


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A duly appointed officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors. A resignation is effective as provided in s. If effectiveness of a resignation is stated to be delayed and the board of directors or appointing officer accepts the delay, the board of directors or the appointing officer may fill the pending vacancy before the delayed effectiveness if the board of directors or appointing officer provides that the successor does not take office until the vacancy occurs.

The term includes, unless the context otherwise requires, the estate, heirs, executors, administrators, and personal representatives of a director or officer. If there are two or more qualified directors, by a majority vote of all of the qualified directors a majority of whom shall for such purpose constitute a quorum or by a majority of the members of a committee appointed by such vote and comprised of two or more qualified directors; or.

If there are fewer than two qualified directors, by the vote necessary for action by the board of directors under s. If the director or officer was adjudged liable, indemnification shall be limited to expenses incurred in connection with the proceeding. Selected in the manner prescribed by paragraph a ; or. If there are fewer than two qualified directors, selected by the board of directors, in which selection directors who are not qualified directors may participate; or. Any such obligatory provision shall be deemed to satisfy the requirements for authorization referred to in ss.

Any such provision that obligates the corporation to provide indemnification to the fullest extent permitted by law shall be deemed to obligate the corporation to advance funds to pay for or reimburse expenses in accordance with s. Any provision for indemnification or advance for expenses in the articles of incorporation, bylaws, or a resolution of the board of directors or shareholders of a predecessor of the corporation in a merger or in a contract to which the predecessor is a party, existing at the time the merger takes effect, shall be governed by s. Any merger or consolidation of the corporation or any subsidiary of the corporation with: a.

The interested shareholder; or. Any other corporation, partnership, limited liability company, or other entity, in each case, whether or not itself an interested shareholder, which is, or after such merger or consolidation would be, an affiliate or associate of the interested shareholder;. Any sale, lease, exchange, mortgage, pledge, transfer, or other disposition in one transaction or a series of transactions , except proportionately as a shareholder of such corporation, to or with the interested shareholder or any affiliate or associate of the interested shareholder, whether as part of a dissolution or otherwise, of assets of the corporation or any subsidiary of the corporation: a.

Having an aggregate fair market value equal to 10 percent or more of the aggregate fair market value of all the assets, determined on a consolidated basis, of the corporation;. Having an aggregate fair market value equal to 10 percent or more of the aggregate fair market value of all the outstanding shares of the corporation; or.

Representing 10 percent or more of the earning power or net income, determined on a consolidated basis, of the corporation;. The issuance or transfer by the corporation or any subsidiary of the corporation in one transaction or a series of transactions of any shares of the corporation or any subsidiary of the corporation which have an aggregate fair market value equal to 10 percent or more of the aggregate fair market value of all the outstanding shares of the corporation to the interested shareholder or any affiliate or associate of the interested shareholder except: a.

Pursuant to the exercise, exchange, or conversion of securities exercisable for, exchangeable for, or convertible into shares of the corporation or any subsidiary of the corporation which were outstanding prior to the time that the interested shareholder became such;. Pursuant to a merger under s. The adoption of any plan or proposal for the liquidation or dissolution of the corporation proposed by, or pursuant to any agreement, arrangement, or understanding whether or not in writing with, the interested shareholder or any affiliate or associate of the interested shareholder;. Any reclassification of securities including, without limitation, any stock split, stock dividend, or other distribution of shares in respect of shares, or any reverse stock split or recapitalization of the corporation, or any merger or consolidation of the corporation with any subsidiary of the corporation, or any other transaction whether or not with or into or otherwise involving the interested shareholder , with the interested shareholder or any affiliate or associate of the interested shareholder, which has the effect, directly or indirectly in one transaction or a series of transactions during any month period , of increasing by more than 10 percent the percentage of the outstanding voting shares of the corporation or any subsidiary of the corporation beneficially owned by the interested shareholder; or.

Any receipt by the interested shareholder or any affiliate or associate of the interested shareholder of the benefit, directly or indirectly except proportionately as a shareholder of the corporation , of any loans, advances, guaranties, pledges, or other financial assistance or any tax credits or other tax advantages, other than those expressly allowed in subparagraph 3.

Voting power, which includes the power to vote or to direct the voting of the voting shares;. Investment power, which includes the power to dispose of or to direct the disposition of the voting shares; or. The right to acquire the voting power or investment power, whether such right is exercisable immediately or only after the passage of time, pursuant to any contract, arrangement, or understanding, upon the exercise of conversion rights, exchange rights, warrants, or options, or otherwise; however, in no case shall a director of the corporation be deemed to be the beneficial owner of voting shares beneficially owned by another director of the corporation solely by reason of actions undertaken by such persons in their capacity as directors of the corporation.

A person who is the owner of 20 percent or more of the outstanding voting shares of any corporation, partnership, unincorporated association, or other entity is presumed to have control of such entity, in the absence of proof by a preponderance of the evidence to the contrary. Notwithstanding the foregoing, a person shall not be deemed to have control of an entity if such person holds voting shares, in good faith and not for the purpose of circumventing this section, as an agent, bank, broker, nominee, custodian, or trustee for one or more beneficial owners who do not individually or as a group have control of such entity.

Any member of the board of directors of the corporation who was a member of the board of directors before the later of January 1, , or the determination date; and. Any member of the board of directors of the corporation who was recommended for election by, or was elected to fill a vacancy and received the affirmative vote of, a majority of the disinterested directors then on the board.

In the case of shares: the highest closing sale price of a share quoted during the day period immediately preceding the date in question on the composite tape for shares listed on the New York Stock Exchange; or, if such shares are not quoted on the composite tape on the New York Stock Exchange, the highest closing sale price quoted during such period on the New York Stock Exchange; or, if such shares are not listed on such exchange, the highest closing sale price quoted during such period on the principal United States securities exchange registered under the Exchange Act on which such shares are listed; or, if such shares are not listed on any such exchange, the highest closing bid quotation with respect to a share during the day period preceding the date in question on the National Association of Securities Dealers, Inc.

A majority of disinterested directors; or. If at such time there are no disinterested directors, by the board of directors of such corporation in good faith; and. In the case of property other than cash or shares, the fair market value of such property on the date in question as determined by: a. A majority of the disinterested directors; or. If at such time there are no disinterested directors, by the board of directors of such corporation in good faith.

The corporation or any of its subsidiaries;. Any savings, employee stock ownership, or other employee benefit plan of the corporation or any of its subsidiaries, or any fiduciary with respect to any such plan when acting in such capacity; or. Any person whose ownership of shares in excess of the 15 percent limitation is the result of action taken solely by the corporation; provided that such person shall be an interested shareholder if thereafter such person acquires additional shares of voting shares of the corporation, except as a result of further corporate action not caused, directly or indirectly, by such person.

For the purpose of determining whether a person is an interested shareholder, the number of voting shares deemed to be outstanding shall include shares deemed owned by the interested shareholder through application of subparagraph e 3. Any stock or similar security, any certificate of interest, any participation in any profit-sharing agreement, any voting trust certificate, or any certificate of deposit for shares; and. Any security convertible, with or without consideration, into shares; or any warrant, call, or other option or privilege of buying shares without being bound to do so; or any other security carrying any right to acquire, subscribe to, or purchase shares.

The aggregate amount of the cash and the fair market value as of the valuation date of consideration other than cash to be received per share by holders of each class or series of voting shares in such affiliated transaction are at least equal to the highest of the following: a. The fair market value per share of such class or series on the announcement date or on the determination date, whichever is higher;. If applicable, the price per share equal to the fair market value per share of such class or series determined pursuant to sub-subparagraph b.

If applicable, the highest preferential amount, if any, per share to which the holders of such class or series are entitled in the event of any voluntary or involuntary dissolution of the corporation. The consideration to be received by holders of outstanding shares shall be in cash or in the same form as the interested shareholder has previously paid for shares of the same class or series, and if the interested shareholder has paid for shares with varying forms of consideration, the form of the consideration shall be either cash or the form used to acquire the largest number of shares of such class or series previously acquired by the interested shareholder.

During such portion of the 3-year period preceding the announcement date that such interested shareholder has been an interested shareholder, except as approved by a majority of the disinterested directors: a. There shall have been no failure to declare and pay at the regular date therefor any full periodic dividends, whether or not cumulative, on any outstanding shares of the corporation;. Such interested shareholder shall not have become the beneficial owner of any additional voting shares except as part of the transaction which results in such interested shareholder becoming an interested shareholder.

During such portion of the 3-year period preceding the announcement date that such interested shareholder has been an interested shareholder, except as approved by a majority of the disinterested directors, such interested shareholder shall not have received the benefit, directly or indirectly except proportionately as a shareholder , of any loans, advances, guaranties, pledges, or other financial assistance or any tax credits or other tax advantages provided by the corporation, whether in anticipation of or in connection with such affiliated transaction or otherwise.

Except as otherwise approved by a majority of the disinterested directors, a proxy or information statement describing the affiliated transaction and complying with the requirements of the Exchange Act and the rules and regulations thereunder has been mailed to holders of voting shares of the corporation at least 25 days before the consummation of such affiliated transaction, whether or not such proxy or information statement is required to be mailed pursuant to the Exchange Act or such rules or regulations. In addition to any requirements of this chapter, or the articles of incorporation or bylaws of the corporation, any such amendment shall be approved by the affirmative vote of the holders of two-thirds of the voting shares other than shares beneficially owned by any interested shareholder.

Before July 2, Pursuant to a contract existing before July 2, Pursuant to the laws of intestate succession or pursuant to a gift or testamentary transfer. Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing this section. Pursuant to a merger or share exchange effected in compliance with s. Pursuant to any savings, employee stock ownership, or other employee benefit plan of the issuing public corporation or any of its subsidiaries or any fiduciary with respect to any such plan when acting in such fiduciary capacity.

Pursuant to an acquisition of shares of an issuing public corporation if the acquisition has been approved by the board of directors of such issuing public corporation before acquisition. Any person whose voting rights had previously been authorized by shareholders in compliance with this section; or. Any person whose previous acquisition of shares of an issuing public corporation would have constituted a control-share acquisition but for paragraph d ,. Are related by blood or marriage or are the personal representatives or trustees of such persons; and.

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Such persons were shareholders or the beneficial owners of shares of the issuing public corporation or were trustees, personal representatives, or heirs of such shareholders or beneficial owners on July 1, , and have continued to be shareholders or the beneficial owners of shares of the issuing public corporation or have been trustees, personal representatives, or heirs of such shareholders or beneficial owners since that time.

One hundred or more shareholders;. Its principal place of business, its principal office, or substantial assets within this state; and. Either: a.

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More than 10 percent of its shareholders resident in this state;. More than 10 percent of its shares owned by residents of this state; or. One thousand shareholders resident in this state. A description in reasonable detail of the terms of the proposed control-share acquisition; and.

Representations of the acquiring person, together with a statement, in reasonable detail of the facts upon which they are based, that the proposed control-share acquisition, if consummated, will not be contrary to law and that the acquiring person has the financial capacity to make the proposed control-share acquisition. A copy of the acquiring person statement delivered to the issuing public corporation pursuant to this section. A statement by the board of directors of the corporation, authorized by its directors, of its position or recommendation, or that it is taking no position or making no recommendation, with respect to the proposed control-share acquisition.

Each class or series entitled to vote separately on the proposal by a majority of all the votes entitled to be cast by the class or series, with the holders of the outstanding shares of a class or series being entitled to vote as a separate class if the proposed control-share acquisition would, if fully carried out, result in any of the changes described in s.

Each class or series entitled to vote separately on the proposal by a majority of all the votes entitled to be cast by that group, excluding all interested shares. Whether a provision is required or permitted in the articles of incorporation is determined as of the effective date of the amendment. The board of directors makes a determination that because of a conflict of interest or other special circumstances it should not make such a recommendation; or.

Section The notice must be given in accordance with s.


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Was adopted by the incorporators or board of directors without shareholder approval, a statement that the amendment was duly adopted by the incorporators or by the board of directors, as the case may be, and that shareholder approval was not required;. Required approval by the shareholders, a statement that the number of votes cast for the amendment by the shareholders in a manner required by this chapter and by the articles of incorporation was sufficient for approval and if more than one voting group was entitled to vote on the amendment, a statement designating each voting group entitled to vote separately on the amendment, and a statement that the number of votes cast for the amendment by the shareholders in each voting group was sufficient for approval by that voting group; or.

Is being filed pursuant to s. The adoption or amendment of a bylaw that adds, changes, or deletes a greater quorum or voting requirement for shareholders must meet the same quorum requirement and be adopted by the same vote and voting groups required to take action under the quorum and voting requirement then in effect or proposed to be adopted, whichever is greater.

Subject to paragraph c , a nominee who is elected but receives more votes against than for election shall not serve as a director beyond the day period referenced above; and. A foreign eligible entity may be a party to a merger with a domestic corporation, or may be created as the survivor in a merger in which a domestic corporation is a party, but only if the parties to the merger comply with the applicable provisions of this chapter and the merger is permitted by the organic law of the foreign eligible entity.

The shares of each domestic or foreign corporation and the eligible interests of each merging domestic or foreign eligible entity into: a. Shares or other securities. Eligible interests. Rights to acquire shares, other securities, or eligible interests. Other property. Any combination of the foregoing; and. Rights to acquire shares of each merging domestic or foreign corporation and rights to acquire eligible interests of each merging domestic or foreign eligible entity into: a. Any combination of the foregoing;. The amount or kind of shares or other securities; eligible interests; obligations; rights to acquire shares, other securities, or eligible interests; cash; other property; or any combination of the foregoing, to be received under the plan by the shareholders; holders of rights to acquire shares, other securities, or eligible interests; members; or interest holders of any party to the merger;.

The articles of incorporation of any domestic corporation, or the organic rules of any other type of entity, that will be the survivor of the merger, except for changes permitted by s. Any of the other terms or conditions of the plan if the change would adversely affect such shareholders, members, or interest holders in any material respect. The redomestication of a Florida corporation to a foreign jurisdiction under s. Any combination of the foregoing; or.

Any combination of the foregoing. The shares of each domestic or foreign corporation, and the eligible interests of each domestic or foreign eligible entity, the shares or eligible interests that are to be acquired in the share exchange, into shares or other securities; eligible interests; obligations; rights to acquire shares, other securities, or eligible interests; cash; other property; or any combination of the foregoing; and.

Rights to acquire shares of each domestic or foreign corporation and rights to acquire eligible interests of each domestic or foreign eligible entity, that are to be acquired in the share exchange, into shares or other securities; eligible interests; obligations; rights to acquire shares, other securities, or eligible interests; cash; other property; or any combination of the foregoing; and. The amount or kind of shares or other securities; eligible interests; obligations; rights to acquire shares, other securities, or eligible interests; cash; or other property to be received under the plan by the shareholders, members, or interest holders of the acquired eligible entity; or.

The board of directors makes a determination that because of conflicts of interest or other special circumstances, it should not make such a recommendation; or. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger or the plan of share exchange, regardless of whether or not the meeting is an annual or a special meeting, and contain or be accompanied by a copy of the plan. If the corporation is to be merged into an existing foreign or domestic eligible entity, the notice must also include or be accompanied by a copy of the articles of incorporation and bylaws or the organic rules of that eligible entity into which the corporation is to be merged.

If the corporation is to be merged with a domestic or foreign eligible entity and a new domestic or foreign eligible entity is to be created pursuant to the merger, the notice must include or be accompanied by a copy of the articles of incorporation and bylaws or the organic rules of the new eligible entity. Furthermore, if applicable, the notice shall contain a clear and concise statement that, if the plan of merger or share exchange is effected, shareholders dissenting therefrom may be entitled, if they comply with the provisions of this chapter regarding appraisal rights, to be paid the fair value of their shares, and shall be accompanied by a copy of ss.

By each class or series of shares of the corporation that would be entitled to vote as a separate group on any provision in the plan which, if such provision had been contained in a proposed amendment to the articles of incorporation of a surviving corporation, would have entitled the class or series to vote as a separate voting group on the proposed amendment under s. If the plan contains a provision that would allow the plan to be amended to include the type of amendment to the articles of incorporation referenced in subparagraph 1. By each class or series of shares of the corporation that is to be converted under the plan of merger into shares; other securities; eligible interests; obligations; rights to acquire shares, other securities, or eligible interests; cash; property; or any combination of the foregoing; or.

If the plan contains a provision that would allow the plan to be amended to convert other classes or series of shares of the corporation, by each class or series of shares of the corporation that would have been entitled to vote as a separate group if the plan were to be so amended. By each class or series that is to be exchanged in the exchange, with each class or series constituting a separate voting group; or. If the plan contains a provision that would allow the plan to be amended to include the type of amendment to the articles of incorporation referenced in subparagraph a 1.

Permits or requires the merger or share exchange to be effected under this section; and. Provides that, if the merger or share exchange is to be effected under this section, the merger or share exchange will be effected as soon as practicable following the satisfaction of the requirement in paragraph f ;. Shares purchased by the offeror in accordance with the offer;.

Shares otherwise owned by the offeror or by any parent of the offeror or any wholly owned subsidiary of any of the foregoing; and. Shares subject to an agreement that they are to be transferred, contributed, or delivered to the offeror, any parent of the offeror, or any wholly owned subsidiary of any of the foregoing in exchange for shares or eligible interests in such offeror, parent, or subsidiary;. The offeror has irrevocably accepted those shares for payment; and. Merge the subsidiary into itself, if it is a domestic or foreign eligible entity, or into another domestic or foreign eligible entity in which the parent eligible entity owns at least 80 percent of the voting power of each class and series of the outstanding shares or eligible interests that have voting power; or.

Merge itself, if it is a domestic or foreign eligible entity, into such subsidiary. The articles of merger relating to a merger under this section do not need to be signed by the subsidiary. The articles of incorporation of the surviving corporation must be amended in the merger to contain a provision requiring, by specific reference to this section, that any act or transaction by or involving the surviving corporation, other than the election or removal of directors, which requires for its adoption under this chapter or its articles of incorporation the approval of the shareholders of the surviving corporation also be approved by the shareholders of the holding company, or any successor by merger, by the same vote as is required by this chapter or the articles of incorporation of the surviving corporation.

The articles of incorporation of the surviving corporation may be amended in the merger to reduce the number of classes and shares which the surviving corporation is authorized to issue;. The names of the constituent corporations;. The manner and basis of converting the shares of the corporation into shares of the holding company and the manner and basis of converting rights to acquire shares of such corporation into rights to acquire shares of the holding company; and. A provision for the pro rata issuance of shares of the holding company to the holders of shares of the corporation upon surrender of any certificates therefor.

The articles of merger so certified shall then be filed and become effective in accordance with s. The articles of incorporation of the new corporation;. The amendments to the public organic record of the survivor; or. The public organic record of the new eligible entity;. The required vote or consent of each class or series of shares or eligible interests included in the exchange; and.

The required vote or consent of each other class or series of shares or eligible interests entitled to vote on approval of the exchange by the articles of incorporation or the organic rules of the acquired eligible entity. The results will include the entities whose names have that word or string of words as the first word or words of their name, including entities that have additional words in their names. Helpful Hint: If you are not able to locate an entity record, you may wish to try a broader search by searching for fewer keywords or a "begins with" search if you know one or more of the first words of the entity's name, or you may request a more extensive search by ordering a status report.

For information on ordering a status report, refer to Information Requests. Disclaimer: This Search tool allows you to search the Secretary of State's California Business Search database for abstracts of information for domestic stock, domestic nonprofit and qualified foreign corporations, limited liability companies and limited partnerships that have filed with this office. This search tool groups corporations separately from limited liability companies and limited partnerships and returns all entities for the search criteria in the respective groups regardless of the current status.

This database does not include other types of business entities that are registered with the California Secretary of State, such as general partnerships and limited liability partnerships. The search results only include copies of filed Statements of Information for corporations and limited liability companies that have been imaged. Although every attempt has been made to ensure that the information contained in the database is accurate, the Secretary of State's office is not responsible for any loss, consequence, or damage resulting directly or indirectly from reliance on the accuracy, reliability, or timeliness of the information that is provided.

All such information is provided "as is. Home Business Programs Business Entities.

Business Search - Search Tips The following tips may be used to refine or modify searches by entity number or entity name for a particular entity: Entity Number Search The entity number is the identification number issued to the entity by the California Secretary of State at the time the entity formed, qualified, registered or converted in California.

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