178.1161 Restrictions on approval of mergers, interest exchanges, conversions and domestications.

(1) Except as provided in sub. (2), a merger, interest exchange, conversion, or domestication of a domestic partnership may not do any of the following with respect to a partner:

(a) Materially increase the current or potential obligations of the partner in the constituent, acquiring, acquired, converting, or domesticating partnership, whether as a result of becoming subject to interest holder liability with respect to the obligations of the surviving, acquiring, converted, or domesticated entity as a consequence of being an owner of the entity, becoming subject to affirmative or negative obligations under the organizational documents of the entity, becoming subject to tax on the income of the entity, or otherwise.

(b) Treat the partner's interests in the partnership in a manner different from the interests of the same class held by any other partner.

(2) Subsection (1) shall not apply with respect to a partner if any of the following is applicable:

(a) The partner consents to the merger, interest exchange, conversion, or domestication.

(b) The partnership offers to have the partner's interest in the partnership purchased, prior to the merger, interest exchange, conversion, or domestication, in the manner provided in s. 178.0701 for a partner who has not wrongfully dissociated, without taking into account any modification of this provision under the partnership agreement.

History: 2015 a. 295.