reglab/housing_qa huggingface dataset:
WY Stat § 17-17-140 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 17 - Close Corporation Supplement|Article 1 - Provisions|Section 17-17-140 - Court Action to Protect Shareholders.

17-17-140. Court action to protect shareholders.| (a) Subject to satisfying the conditions of subsections (c) and (d) of this section, a shareholder of a statutory close corporation may petition the district court for any of the relief described in W.S. 17-17-141 through 17-17-143 if:  (i) The directors or those in control of the corporation have acted, are acting, or will act in a manner that is illegal, oppressive, fraudulent or unfairly prejudicial to the petitioner, whether in his capacity as shareholder, director or officer of the corporation;  (ii) The directors or those in control of the corporation are deadlocked in the management of the corporation's affairs, the shareholders are unable to break the deadlock, and the corporation is suffering or will suffer irreparable injury or the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally because of the deadlock; or  (iii) There exists one (1) or more grounds for judicial dissolution of the corporation under W.S. 17-16-1430.  (b) A shareholder must commence a proceeding under subsection (a) of this section in the district court of the county where the corporation's principal office, or, if none in this state, its registered office, is located. The jurisdiction of the court in which the proceeding is commenced is plenary and exclusive.  (c) If a shareholder has agreed in writing to pursue a nonjudicial remedy to resolve disputed matters, he may not commence a proceeding under this section with respect to the matters until he has exhausted the nonjudicial remedy.  (d) If a shareholder has dissenters' rights under this chapter or W.S. 17-16-1301 through 17-16-1331 with respect to proposed corporate action, he must commence a proceeding under this section before he is required to give notice of his intent to demand payment under W.S. 17-16-1321 or to demand payment under W.S. 17-16-1323 or the proceeding is barred.  (e) Except as provided in subsections (c) and (d) of this section, a shareholder's right to commence a proceeding under this section and the remedies available under W.S. 17-17-141 through 17-17-143 are in addition to any other right or remedy he may have.
WY Stat § 17-17-141 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 17 - Close Corporation Supplement|Article 1 - Provisions|Section 17-17-141 - Ordinary Relief.

17-17-141. Ordinary relief.| (a) If the court finds that one (1) or more of the grounds for relief described in W.S. 17-17-140(a) exist, it may order such relief as it deems appropriate including one (1) or more of the following types of relief:  (i) The performance, prohibition, alteration or setting aside of any action of the corporation or of its shareholders, directors, or officers or of any other party to the proceeding;  (ii) The cancellation or alteration of any provision in the corporation's articles of incorporation or bylaws;  (iii) The removal from office of any director or officer;  (iv) The appointment of any individual as a director or officer;  (v) An accounting with respect to any matter in dispute;  (vi) The appointment of a custodian to manage the business and affairs of the corporation;  (vii) The appointment of a provisional director who has all the rights, powers and duties of a duly elected director to serve for the term and under the conditions prescribed by the court;  (viii) The payment of dividends; or  (ix) The award of damages to any aggrieved party.  (b) If the court finds that a party to the proceeding acted arbitrarily, or otherwise not in good faith, it may award one (1) or more other parties their reasonable expenses, including counsel fees and the expenses of appraisers or other experts, incurred in the proceeding.
WY Stat § 17-17-142 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 17 - Close Corporation Supplement|Article 1 - Provisions|Section 17-17-142 - Extraordinary Relief; Share Purchase.

17-17-142. Extraordinary relief; share purchase.| (a) If the court finds that the ordinary relief described in W.S. 17-17-141(a) is or would be inadequate or inappropriate, it may order the corporation dissolved under W.S. 17-17-143 unless the corporation or one (1) or more of its shareholders purchases all the shares of the shareholder for their fair value and on terms determined under subsection (b) of this section.  (b) If the court orders a share purchase, it shall:  (i) Determine the fair value of the shares, considering among other relevant evidence the going concern value of the corporation, any agreement among some or all of the shareholders fixing the price or specifying a formula for determining share value for any purpose, the recommendations of appraisers, if any, appointed by the court, and any legal constraints on the corporation's ability to purchase the shares;  (ii) Specify the terms of the purchase, including if appropriate terms for installment payments, subordination of the purchase obligation to the rights of the corporation's other creditors, security for a deferred purchase price, and a covenant not to compete or other restriction on the seller;  (iii) Require the seller to deliver all his shares to the purchaser upon receipt of the purchase price or the first installment of the purchase price;  (iv) Provide that after the seller delivers his shares he has no further claim against the corporation, its directors, officers or shareholders, other than a claim to any unpaid balance of the purchase price and a claim under any agreement with the corporation or the remaining shareholders that is not terminated by the court; and  (v) Provide that if the purchase is not completed in accordance with the specified terms, the corporation is to be dissolved under W.S. 17-17-143.  (c) After the purchase order is entered, any party may petition the court to modify the terms of the purchase and the court may do so if it finds that changes in the financial or legal ability of the corporation or other purchaser to complete the purchase justify a modification.  (d) If the corporation is dissolved because the share purchase was not completed in accordance with the court's order, the selling shareholder has the same rights and priorities in the corporation's assets as if the sale had not been ordered.
WY Stat § 17-17-143 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 17 - Close Corporation Supplement|Article 1 - Provisions|Section 17-17-143 - Extraordinary Relief; Dissolution.

17-17-143. Extraordinary relief; dissolution.| (a) The court may dissolve the corporation if it finds:  (i) There are one (1) or more grounds for judicial dissolution under W.S. 17-16-1430; or  (ii) All other relief ordered by the court under W.S. 17-17-141 or 17-17-142 has failed to resolve the matters in dispute.  (b) In determining whether to dissolve the corporation, the court shall consider among other relevant evidence the financial condition of the corporation but may not refuse to dissolve solely because the corporation has accumulated earnings or current operating profits.
WY Stat § 17-17-150 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 17 - Close Corporation Supplement|Article 1 - Provisions|Section 17-17-150 - Application to Existing Corporations.

17-17-150. Application to existing corporations.| This chapter applies to all corporations electing statutory close corporation status under W.S. 17-17-103 after its effective date.
WY Stat § 17-17-151 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 17 - Close Corporation Supplement|Article 1 - Provisions|Section 17-17-151 - Reservation of Power to Amend or Repeal.

17-17-151. Reservation of power to amend or repeal.| The legislature has power to amend or repeal all or part of this chapter at any time and all corporations subject to this chapter are governed by the amendment or repeal.
WY Stat § 17-18-101 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 18 - Wyoming Management Stability Act|Article 1 - General Provisions|Section 17-18-101 - Short Title.

17-18-101. Short title.| This act shall be known and may be cited as the "Wyoming Management Stability Act".
WY Stat § 17-18-103 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 18 - Wyoming Management Stability Act|Article 1 - General Provisions|Section 17-18-103 - Requirements to Choose Options.

17-18-103. Requirements to choose options.| (a) Any qualified corporation may elect to exercise or not to exercise any of the options set forth in articles 1 and 2 of this act. No elections for an option shall be made if the corporation does not meet the criteria of a qualified corporation at the time of the election. Any elections made under articles 1 and 2 of this act may be terminated in the same manner as the elections are made subject to the restrictions of this act.  (b) If a corporation ceases to have substantial business operations within Wyoming, any election made under articles 1 and 2 of this act shall be null and void until the substantial business operations are restored and maintained for at least ninety (90) days. If the corporation terminates substantial business operations in Wyoming for the purpose of terminating an election under articles 1 and 2 of this act, the election shall remain in effect. If a corporation terminates substantial business operations within Wyoming for the purpose of voiding the restrictions on business combinations with interested stockholders provided by W.S. 17-18-104, the restrictions shall remain in effect.  (c) If a corporation ceases to be a qualified corporation because it is no longer a large publicly traded corporation due to insufficient assets required by the definition provided in W.S. 17-18-102(b)(viii), at the end of a fiscal year any election made under articles 1 and 2 of this act and the requirements of W.S. 17-18-104 and article 3 of this act shall be null and void sixty (60) days after the end of the following fiscal year unless sufficient assets are again present at the end of that fiscal year.  (d) If a corporation ceases to be a qualified corporation because it is no longer a large publicly traded corporation due to failure to meet the class of voting stock requirements required by the definition provided in W.S. 17-18-102(b)(viii), the corporation shall continue to be subject to W.S. 17-18-104 and article 3 of this act for five (5) years and any election made under articles 1 and 2 of this act prior to the failure to meet the criteria shall be null and void five (5) years from the date of the failure to meet the criteria. If the criteria are again met the election shall become effective and the corporation shall continue to be subject to W.S. 17-18-104.
WY Stat § 17-18-104 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 18 - Wyoming Management Stability Act|Article 1 - General Provisions|Section 17-18-104 - Option; Restrictions on Business Combinations.

17-18-104. Option; restrictions on business combinations.| (a) Every qualified corporation is subject to the restrictions on business combinations with interested stockholders provided in this section unless the corporation elects not to be subject to the restrictions. A corporation which is not a qualified corporation may elect not to be subject to the restrictions on business combinations in the event it becomes a qualified corporation. The election shall be made either:  (i) Through a specific provision in the articles of incorporation;  (ii) Through a statement in the bylaws that the corporation elects not to be subject to the restrictions in W.S. 17-18-104(b). This election shall be effective immediately upon adoption of the bylaws, unless the articles of incorporation provide otherwise; or  (iii) By filing a statement making the election with the secretary of state. This election shall be authorized by the corporation's board of directors and shall be effective from the date of filing with the secretary of state.  (b) A qualified corporation shall not, directly or indirectly, enter into or engage in any business combination with any interested stockholder or any affiliate or associate of the interested stockholder for a period of three (3) years after the date the stockholder became an interested stockholder, unless:  (i) Prior to the time the stockholder became an interested stockholder, the board of directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder; or  (ii) Repealed by Laws 1990, ch. 62, §§ 2, 3.  (iii) On or after the time the stockholder became an interested stockholder, the business combination is approved by the board of directors and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least two-thirds (2/3) of the outstanding voting stock which is not owned by the interested stockholder.  (c) The restrictions contained in this section shall not apply if:  (i) A stockholder becomes an interested stockholder inadvertently and as soon as practical divests sufficient stocks so that he ceases to be an interested stockholder, and would not, at any time within the three (3) year period immediately before a business combination between the corporation and the stockholder, have been an interested stockholder but for the inadvertent acquisition;  (ii) Repealed by Laws 1990, ch. 62, §§ 2, 3.  (d) The election not to be subject to the restrictions on business combinations may be revoked in the same manner as the elections are made. With respect to any interested stockholder the election not to be subject to the restrictions shall not be effective for a period of three (3) years after the date that the stockholder became an interested stockholder.
WY Stat § 17-18-105 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 18 - Wyoming Management Stability Act|Article 1 - General Provisions|Section 17-18-105 - Option; Shareholder Takeover Protection Provisions.

17-18-105. Option; shareholder takeover protection provisions.| (a) Any qualified corporation is subject to the shareholder takeover protection provisions listed in W.S. 17-18-105 through 17-18-111 unless the corporation elects not to be subject to the restrictions. A corporation which is not a qualified corporation may elect not to be subject to the shareholder takeover provisions in the event it becomes a qualified corporation. The election shall be made either:  (i) Through a specific provision in the articles of incorporation;  (ii) Through a statement in the bylaws that the corporation elects not to be subject to the restrictions in W.S. 17-18-105 through 17-18-111. This election shall be effective immediately upon adoption of the bylaws, unless the articles of incorporation provide otherwise; or  (iii) By filing a statement making the election with the secretary of state. This election shall be authorized by the corporation's board of directors and shall be effective from the date of filing with the secretary of state.  (b) If a takeover offer is outstanding and in progress at the time the election becomes effective, all further acquisition of stock by the offeror shall cease until the offer is in compliance with the stockholder takeover protection provision of W.S. 17-18-105 through 17-18-111. The offeror may take any steps necessary to comply with these provisions before the election becomes effective.  (c) The election not to be subject to the shareholder takeover provisions of W.S. 17-18-105 through 17-18-111 may be revoked by the same method employed under subsection (a) of this section for making the election.
WY Stat § 17-18-107 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 18 - Wyoming Management Stability Act|Article 1 - General Provisions|Section 17-18-107 - Takeover Offers; Substantially Equivalent Terms to All Offerees of Same Class.

17-18-107. Takeover offers; substantially equivalent terms to all offerees of same class.| No takeover offer shall be made which is not made to all offerees holding the same class of equity securities of the target company on substantially equivalent terms. A takeover offer to purchase less than all equity securities of the same class of the outstanding equity securities of the target company is not considered as having been made to all offerees of that class on substantially equivalent terms if the pro rata portion of equity securities of that class tendered by any offeree which will be accepted by the offeror is not equal to the highest pro rata portion of equity securities of that class tendered by any other offeree which will be accepted by the offeror. A takeover offer permitting offerees to elect to receive one (1) or more differing kinds of consideration is not considered as having been made to all offerees holding the same class of equity securities of the target company on substantially equivalent terms if proration occurs and the pro rata share of any one (1) or more differing kinds of consideration which is allocable to any offeree is not equal to the highest pro rata share allocable to any other offeree.
WY Stat § 17-18-108 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 18 - Wyoming Management Stability Act|Article 1 - General Provisions|Section 17-18-108 - Waiting Period After Offer; No Purchase or Payment in Violation of Order.

17-18-108. Waiting period after offer; no purchase or payment in violation of order.| No stock shall be contracted for, purchased or paid for pursuant to a takeover offer within the first twenty (20) business days after the offer is made. No shares shall be purchased or paid for in violation of any order of the secretary of state.
WY Stat § 17-18-109 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 18 - Wyoming Management Stability Act|Article 1 - General Provisions|Section 17-18-109 - Waiting Period After Takeover; No Acquisitions of Equity Securities of Target Company.

17-18-109. Waiting period after takeover; no acquisitions of equity securities of target company.| No offeror may acquire in any manner any equity security of any class of a target company at any time within two (2) years following the conclusion of a takeover offer with respect to that class, including but not limited to acquisitions made by purchase, exchange, merger, consolidation, partial or complete liquidation, redemption, reverse stock split, and any other recapitalization or reorganization, unless the holder of that equity security is also afforded, at the time of that acquisition, a reasonable opportunity to dispose of that security to the offeror upon substantially equivalent terms. If a takeover offer is made or concluded while the election to be subject to the shareholder takeover protection provisions is in effect, the requirement of this section shall remain in effect for two (2) years following the conclusion of the takeover offer even if the election is subsequently terminated.
WY Stat § 17-18-110 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 18 - Wyoming Management Stability Act|Article 1 - General Provisions|Section 17-18-110 - Takeover Offer; Untrue Statements or Omission of Material Facts Unlawful.

17-18-110. Takeover offer; untrue statements or omission of material facts unlawful.| In connection with any takeover offer, or any solicitation of offerees in opposition to or in favor of any takeover offer, it is unlawful for any person to make any untrue statement of a material fact or to omit to state any material fact necessary in order to make the statements made, in the light of the circumstances under which they are made, not misleading, or to engage in any fraudulent, deceptive or manipulative acts or practices.
WY Stat § 17-18-111 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 18 - Wyoming Management Stability Act|Article 1 - General Provisions|Section 17-18-111 - Exemptions to Takeover Requirements; Burden of Establishing Entitlement.

17-18-111. Exemptions to takeover requirements; burden of establishing entitlement.| (a) Even if a corporation has elected to be subject to the provisions of W.S. 17-18-106 through 17-18-110 do not apply to the following:  (i) An acquisition by an offeror, if the instant transaction and all acquisitions of equity securities of the same class during the preceding twelve (12) months by the offeror or any of its affiliates do not exceed two percent (2%) of that class; or  (ii) An acquisition determined by order of the secretary of state to be a takeover offer that is not made for the purpose of, and not having the effect of, changing or influencing the control of a target company.  (b) An order may only be adopted under paragraph (a)(ii) of this section after a hearing pursuant to W.S. 17-18-113.  (c) The burden of establishing entitlement to any exemption is on the offeror.
WY Stat § 17-18-112 (2021)
2021 Wyoming Statutes|Title 17 - Corporations, Partnerships and Associations|Chapter 18 - Wyoming Management Stability Act|Article 1 - General Provisions|Section 17-18-112 - Administration; Regulations; Rulemaking Authority; Individual Liability of State Officers or Employees Prohibited.

17-18-112. Administration; regulations; rulemaking authority; individual liability of state officers or employees prohibited.| (a) This act shall be administered by the secretary of state of Wyoming.  (b) The secretary of state may promulgate reasonable rules and regulations necessary to carry out the purposes of this act.  (c) Neither the secretary of state, nor any of his employees, shall be liable in their individual capacity, except to the state of Wyoming, for any act done or omitted in connection with the performance of their respective duties under the provisions of this act.