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4-26-1007. Action on plan of merger by constituent corporation.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-26-1007. Action on plan of merger by constituent corporation.
(a) Except as provided in subsection (g) of this section and after adopting a plan of merger, the board of directors of each corporation which is a party to the merger shall submit the plan of merger for approval by its shareholders.
(b) A plan of merger may be approved if the:
(1) Board of directors recommends the plan of merger to the shareholders, unless the board of directors:
(A) Determines that because of a conflict of interest or other special circumstances it should make no recommendation; and
(B) Communicates the basis for its determination at the time the plan of merger is submitted to the shareholders; and
(2) Shareholders entitled to vote approve the plan.
(c) The board of directors may condition its submission of the proposed merger on any basis.
(d)(1) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting:
(A) Not less than twenty (20) days before the meeting; and
(B) In the manner provided in § 4-26-703 for giving notice of meetings of shareholders.
(2) The notice shall:
(A) State that a purpose of the meeting is to consider the plan of merger; and
(B) Contain or be accompanied by a copy or summary of the plan.
(e) Unless this chapter, the articles of incorporation, or the board of directors acting under subsection (c) of this section require a greater vote or a vote by voting groups, the plan of merger to be authorized must be approved by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares entitled to vote, and if by voting group, by each voting group entitled to vote separately on the plan by at least two-thirds (2/3) of all the votes entitled to be cast on the
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-1007
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:4-26-1007
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 20b533f5c73f261a0028d752936e3af9e265615e227ae1081b175b843893b300
Source location: content.xml paragraph 14881
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4-26-1007. Action on plan of merger by constituent corporation.
(a) Except as provided in subsection (g) of this section and after adopting a plan of merger, the board of directors of each corporation which is a party to the merger shall submit the plan of merger for approval by its shareholders.
(b) A plan of merger may be approved if the:
(1) Board of directors recommends the plan of merger to the shareholders, unless the board of directors:
(A) Determines that because of a conflict of interest or other special circumstances it should make no recommendation; and
(B) Communicates the basis for its determination at the time the plan of merger is submitted to the shareholders; and
(2) Shareholders entitled to vote approve the plan.
(c) The board of directors may condition its submission of the proposed merger on any basis.
(d)(1) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting:
(A) Not less than twenty (20) days before the meeting; and
(B) In the manner provided in § 4-26-703 for giving notice of meetings of shareholders.
(2) The notice shall:
(A) State that a purpose of the meeting is to consider the plan of merger; and
(B) Contain or be accompanied by a copy or summary of the plan.
(e) Unless this chapter, the articles of incorporation, or the board of directors acting under subsection (c) of this section require a greater vote or a vote by voting groups, the plan of merger to be authorized must be approved by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding shares entitled to vote, and if by voting group, by each voting group entitled to vote separately on the plan by at least two-thirds (2/3) of all the votes entitled to be cast on the plan by the voting group.
(f) Separate voting by voting groups is required on a plan of merger if the plan contains a provision that, if contained in a proposed amendment to the articles of incorporation, would require action by one (1) or more separate voting groups on the proposed amendment under § 4-26-303.
(g) Action by the shareholders of the surviving corporation on a plan of merger is not required if:
(1) The articles of incorporation of the surviving corporation will not differ except for amendments enumerated in § 4-26-307 from its articles before the merger;
(2) Each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares or the interest comparable to shares in an entity other than a corporation, with identical designations, preferences, limitations, and relative rights, immediately after the merger;
(3) The number of voting shares outstanding immediately after the merger plus the number of voting shares issuable as a result of the merger either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than twenty percent (20%) the total number of voting shares of the surviving corporation outstanding immediately before the merger; and
(4) The number of participating shares outstanding immediately after the merger plus the number of participating shares issuable as a result of the merger either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than twenty percent (20%) the total number of participating shares outstanding immediately before the merger.
(h) As used in subsection (g) of this section:
(1) “Participating shares” means shares that entitle their holders to participate without limitation in distributions; and
(2) “Voting shares” means shares that entitle their holders to vote unconditionally in elections of directors.
(i) Subject to any contractual rights, at any time before articles of merger are filed the planned merger may be abandoned without further shareholder action in accordance with the procedure set forth in the plan of merger or, if none is set forth, in the manner determined by the board of directors.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-26-303. Voting by shareholder classes.
The holders of the outstanding shares of a class shall be entitled to vote as a class upon a proposed amendment, whether or not entitled to vote thereon by the provisions of the articles of incorporation, if the amendment would:
(1) Increase or decrease the aggregate number of authorized shares of the class;
(2) Increase or decrease the par value of the shares of the class;
(3) Effect an exchange, reclassification, or cancellation of all or part of the shares of the class;
(4) Effect an exchange or create a right of exchange of all or any part of the shares of another class into the shares of the class;
(5) Change the designations, preferences, limitations, or relative rights of the shares of the class;
(6) Change the shares of the class, whether with or without par value, into the same or a different number of shares, either with or without par value, of the same class or another class;
(7) Create a new class of shares having rights and preferences prior and superior to the shares of the class, or increase the rights and preferences of any class having rights and preferences prior or superior to the shares of the class;
(8) In the case of a preferred or special class of shares, divide the shares of the class into series and fix and determine the designation of the different series and the variations in the relative rights and preferences between the shares of the separate series or authorize the board of directors to do so;
(9) Limit or deny the existing preemptive rights of the shares of the class;
(10) Cancel or otherwise affect dividends on the shares of the class which have accrued but have not been declared.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-303
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 4-26-303. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-26-307. Amendment of articles of incorporation in reorganization proceedings.
(a) Whenever a plan of reorganization of a corporation has been confirmed by decree or order of a court of competent jurisdiction in proceedings for the reorganization of the corporation, pursuant to the provisions of any applicable statute of the United States relating to reorganizations of corporations, the articles of incorporation of the corporation may be amended in the manner provided in this section, in as many respects as may be necessary to carry out the plan and put it into effect, so long as the articles of incorporation as amended contain only such provisions as might be lawfully contained in original articles of incorporation at the time of making the amendment.
(b) In particular and without limitation upon the general power of amendment, the articles of incorporation may be amended for such purpose so as to:
(1) Change the corporate name, period of duration, or corporate purposes of the corporation;
(2) Repeal, alter, or amend the bylaws of the corporation;
(3) Change the aggregate number of shares, or shares of any class, which the corporation has authority to issue;
(4) Change the preferences, limitations, and relative rights in respect of all or any part of the shares of the corporation, and classify, reclassify, or cancel all or any part, whether issued or unissued;
(5) Authorize the issuance of bonds, debentures, or other obligations of the corporation, whether or not convertible into shares of any class or bearing warrants or other evidences of optional rights to purchase or subscribe for shares of any class, and fix the terms and conditions thereof; and
(6) Constitute or reconstitute the board of directors of the corporation and appoint directors and offi
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-307
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 4-26-307. This identifies an authority to review, not proof of applicability.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-26-703. Shareholders' meetings — Notice — Special meetings.
(a)(1) Written or printed notice stating the place, day, and hour of the meeting, and, in case of a special meeting, the purpose for which the meeting is called shall be delivered not less than sixty (60) nor more than seventy-five (75) days before the date of the meeting if a proposal to increase the authorized capital stock or bond indebtedness is to be submitted, and in all other cases not less than ten (10) nor more than fifty (50) days before the date of the meeting, either personally or by mail, by or at the direction of the president, the secretary, or any officer designated for that purpose in the bylaws or by the board of directors, or by the shareholder calling the meeting, to each shareholder of record entitled to vote at the meeting.
(2) If mailed, the notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his or her address as it appears on the books of the corporation, with postage prepaid.
(b) If a proposal to increase authorized capital stock or bond indebtedness; or to dissolve or merge or consolidate; or to sell, lease, exchange, or otherwise dispose of all or substantially all of the corporate assets other than in the regular course of business; or to alter the capital structure; or to amend the articles of incorporation; or to effect any other fundamental change is to be submitted at an annual meeting of the shareholders, the annual meeting shall be deemed for that purpose a special meeting; and notice based upon a proper call shall be given accordingly.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-26-703
Stored review status: Historical 2020-11-06 source release; later amendments not reconciled; machine-extracted, not independently legally reviewed; source heading status: text_in_historical_source. The source passage cites 4-26-703. This identifies an authority to review, not proof of applicability.