193.835 Abandonment of merger.

(1) Authority and procedure. A merger may be abandoned before it takes effect by any of the following means:

(b) An abandonment may be approved at a meeting by the affirmative vote of the holders of a majority of the voting power of the membership interests of each cooperative that is party to the merger who are entitled to vote on the approval of the plan of merger, except that the board of a cooperative that is party to the merger may approve the abandonment if no members of that cooperative are entitled to vote. In addition to the other requirements of this paragraph, if a business entity other than a cooperative is party to the merger, an abandonment may only be approved by taking any actions to approve the abandonment that are required by the laws under which the business entity is organized.

(c) An abandonment may be approved as provided in the plan of merger.

(d) An abandonment may be approved by adoption, by the board of any cooperative that is party to the merger, of a resolution abandoning the merger, subject to the contract rights of any other person under the plan of merger. If a business entity other than a cooperative is party to the merger, an abandonment may be approved by a resolution of the governing body of the business entity adopted according to the laws under which the business entity is organized, subject to the contract rights of any other person under the plan of merger.

(2) Articles of abandonment. The board or other governing body of any business entity that approves an abandonment under sub. (1) shall file with the department articles of abandonment that contain all of the following:

(a) The names of the business entities that were party to the proposed merger.

(b) The provisions under sub. (1) under which the proposed merger is abandoned.

(c) If the proposed merger is abandoned under sub. (1) (d), the text of the resolution approving the abandonment.

History: 2005 a. 441.