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4-27-1802. Action on plan of share exchange.
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. A text match is a research starting point; applicability is not established.
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Stable record: arkansas_code:legal_authorities:4-27-1802
Source file: gov.ar.code.title.04.odt
Pages: Not recorded – Not recorded
Passage SHA-256: e412ee18b3371bdac9df47be65a43603e6236554f45e0939f1e5cef811393c7f
Source location: content.xml paragraph 18197
Stored source content
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 shares included in the exchange.
(2) Each class or series constitutes a separate voting group.
(g) Subject to any contractual rights, until articles of share exchange are filed the planned share exchange may be abandoned without further shareholder action in accordance with the procedure set forth in the plan of share exchange 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
4-27-705. Notice of meeting.
(a) A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting no fewer than sixty (60) nor more than seventy-five (75) days before the meeting date if a proposal to increase the authorized capital stock or bond indebtedness of the corporation is to be submitted, and no fewer than ten (10) nor more than sixty (60) days before the meeting date in all other cases. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting.
(b) Unless this chapter or the articles of incorporation require otherwise, notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called.
(c) Notice of a special meeting must include a description of the purpose or purposes for which the meeting is called. For purposes of this section, an annual meeting at which a proposal to increase the authorized capital stock or bond indebtedness of the corporation is to be submitted shall be deemed a special meeting.
(d) If not otherwise fixed under § 4-27-703 or § 4-27-707, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders.
(e) Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or must be fixed under § 4-27-707, however, notice of the adjourned meeting mu
Source: Arkansas Code — historical release 78 (November 6, 2020) · 4-27-705
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 4-27-705. This identifies an authority to review, not proof of applicability.