Browse Arkansas Code titles and sections
4-27-1801. Share exchange.
Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-1801. Share exchange.
(a) A corporation may acquire all of the outstanding shares of one (1) or more classes or series of another corporation if the board of directors and shareholders if required by § 4-27-1802 of each corporation approve the exchange.
(b) The plan of exchange shall set forth:
(1) The name of the corporation whose shares will be acquired and the name of the acquiring corporation;
(2) The terms and conditions of the exchange; and
(3) The manner and basis of exchanging the shares to be acquired for:
(A) Shares, obligations, or other securities of the acquiring corporation or any other corporation; or
(B) Cash or other property.
(c) The plan of exchange may set forth other provisions relating to the exchange.
(d) This section does not limit the power of a corporation to acquire all or part of the shares of one (1) or more classes or series of another corporation through a voluntary exchange or otherwise.
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-1801
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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Record provenance
Stable record: arkansas_code:legal_authorities:4-27-1801
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: 80f1f94315209553c3d5d6c0a6cc4379eef470ece161905c3b53c22b1040b1ff
Source location: content.xml paragraph 18184
Stored source content
4-27-1801. Share exchange.
(a) A corporation may acquire all of the outstanding shares of one (1) or more classes or series of another corporation if the board of directors and shareholders if required by § 4-27-1802 of each corporation approve the exchange.
(b) The plan of exchange shall set forth:
(1) The name of the corporation whose shares will be acquired and the name of the acquiring corporation;
(2) The terms and conditions of the exchange; and
(3) The manner and basis of exchanging the shares to be acquired for:
(A) Shares, obligations, or other securities of the acquiring corporation or any other corporation; or
(B) Cash or other property.
(c) The plan of exchange may set forth other provisions relating to the exchange.
(d) This section does not limit the power of a corporation to acquire all or part of the shares of one (1) or more classes or series of another corporation through a voluntary exchange or otherwise.
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Arkansas Code — all titles (historical 2020) · legal_authorities
4-27-1802. Action on plan of share exchange.
(a) After adopting a plan of share exchange, the board of directors of each corporation whose shares will be acquired in the share exchange shall submit the plan of share exchange for approval by its shareholders.
(b) A plan of share exchange may be approved if the:
(1) Board of directors recommends the plan of share exchange 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 share exchange 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 plan of share exchange on any basis.
(d)(1) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 4-27-705.
(2) The notice shall:
(A) State that a purpose of the meeting is to consider the plan of share exchange; 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 share exchange to be authorized must be approved by the affirmative vote of the holders of a majority of the outstanding shares entitled to vote and, if by voting group, by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by the voting group.
(f)(1) Separate voting by voting groups is required on a plan of share exchange by each class or series of
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-1802
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 4-27-1802. This identifies an authority to review, not proof of applicability.