(a) By complying with this Article 11:
(1) a corporation may acquire all of the stock of one or more classes or series of stock, of another corporation or foreign corporation, in exchange for stock or other securities, obligations, rights to acquire stock or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of stock exchange; or
(2) all of the stock of one or more classes or series of stock of a corporation may be acquired by another corporation or foreign corporation, in exchange for stock or other securities, obligations, rights to acquire stock or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of stock exchange.
(b) A foreign corporation may be the acquired entity in a stock exchange only if the stock exchange is permitted by the governing statute of that foreign corporation.
(c) The plan of stock exchange must include:
(1) the name of each corporation or foreign corporation the stock of which will be acquired, the name of the corporation or foreign corporation that will acquire that stock, and the respective unique identifying numbers or other designations as assigned by the Secretary of State, if any, of the corporation or foreign corporation;
(2) the terms and conditions of the stock exchange;
(3) the manner and basis of exchanging stock of a corporation or foreign corporation, the stock of which will be acquired under the stock exchange for stock or other securities, obligations, rights to acquire stock, other securities, cash, other property, or any combination of the foregoing; and
(4) any other provisions required by the governing statute governing the acquired entity or its certificate of incorporation or organizational documents.
(d) Terms of a plan of stock exchange may be made dependent on facts objectively ascertainable outside the plan in accordance with Section 10A-2A-1.20(c).
(e) A plan of stock exchange may be amended only with the consent of each party to the stock exchange, except as provided in the plan. A corporation may approve an amendment to a plan:
(1) in the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or
(2) in the manner provided in the plan, except that if the plan has been approved by the stockholders that were entitled to vote on, consent to, or approve of the plan then those stockholders are entitled to vote on, consent to, or approve of any amendment of the plan that will change:
(i) the amount or kind of stock or other securities, obligations, rights to acquire stock, other securities, cash, or other property to be received under the plan by the stockholders of the acquired entity; or
(ii) any of the other terms or conditions of the plan if the change would adversely affect the stockholders in any material respect.
Last modified: May 3, 2021