reglab/housing_qa huggingface dataset:
MI Comp L § 450.1711 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1711 - Merger of Parent and Subsidiary Corporations; Approval; Mailing Copy or Summary of Plan of Merger to Minority Shareholders; Waiver; Compliance; Effectuation of Merger Under Other Provisions.

450.1711 Merger of parent and subsidiary corporations; approval; mailing copy or summary of plan of merger to minority shareholders; waiver; compliance; effectuation of merger under other provisions. Sec. 711.  (1) A domestic corporation owning not less than 90% of the outstanding shares of each class of another domestic corporation or corporations may merge the other corporation or corporations into itself, or may merge itself, or itself and any such subsidiary corporation or corporations, into any such subsidiary corporation, without approval of the shareholders of any of the corporations, except as provided in section 713. The board of the parent corporation shall approve a plan of merger setting forth those matters required to be set forth in a plan of merger under section 701. Approval by the board of any such subsidiary corporation is not required.  (2) If the parent corporation owns less than 100% of the outstanding shares of any constituent subsidiary corporation, the parent corporation shall mail promptly after the filing of the certificate of merger to each minority shareholder of record of each such subsidiary corporation, unless waived in writing, a copy or summary of the plan of merger and shall comply with the provisions of this chapter respecting dissenters' rights.  (3) The grant of power to merge under this section does not preclude the effectuation of a merger as elsewhere provided in this act. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1982, Act 407, Eff. Jan. 1, 1983 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1712 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1712 - Merger of Parent and Subsidiary Corporations; Certificate of Merger.

450.1712 Merger of parent and subsidiary corporations; certificate of merger. Sec. 712.  (1) After a plan of merger is adopted as provided in section 711, a certificate of merger shall be executed and filed on behalf of the parent corporation and shall set forth all of the following:  (a) The statements required by section 701(2)(a) and (d) and the manner and basis of converting shares of each constituent corporation as set forth in the plan of merger.   (b) The number of outstanding shares of each class of each subsidiary corporation that is a party to the merger and the number of shares of each class owned by the parent corporation.  (c) A statement of any assumed names of merging corporations transferred to the surviving corporation as authorized by section 217(3), specifying each transferred assumed name and the name of the corporation from which it is transferred. The certificate may include a statement of corporate names or assumed names of merging corporations that are to be treated as newly filed assumed names of the surviving corporation pursuant to section 217(4).  (2) The merger shall become effective in accordance with section 131. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997
MI Comp L § 450.1713 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1713 - Merger of Parent and Subsidiary Corporations; Approval of Shareholders.

450.1713 Merger of parent and subsidiary corporations; approval of shareholders. Sec. 713.  (1) Approval by shareholders of a subsidiary corporation shall be obtained pursuant to its articles of incorporation, if the articles require approval of a merger by the affirmative vote of holders of more than the percentage of the shares of any class or series of the corporation then owned by the parent corporation.  (2) Approval of the shareholders of the parent corporation shall be obtained in either of the following cases:  (a) If its articles require shareholder approval of the merger.  (b) Pursuant to section 703a, if the plan of merger contains a provision which would amend any part of the articles of the parent corporation into which a subsidiary corporation is being merged, or a subsidiary corporation is to be the surviving corporation. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1721-450.1723 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1721-450.1723 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1721-450.1723 Repealed. 1989, Act 121, Eff. Oct. 1, 1989. Compiler's Notes: The repealed sections pertained to surviving or new corporation, the effect of merger or consolidation on articles of incorporation.
MI Comp L § 450.1724 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1724 - Merger; Applicable Provisions; Share Exchange.

450.1724 Merger; applicable provisions; share exchange. Sec. 724.  (1) When a merger takes effect, all of the following apply:  (a) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation party to the merger except the surviving corporation ceases.  (b) The title to all real estate and other property and rights owned by each corporation party to the merger are vested in the surviving corporation without reversion or impairment.  (c) The surviving corporation may use the corporate name and the assumed names of any merging corporation, if the filings required under section 217(3) and (4) are made.  (d) The surviving corporation has all liabilities of each corporation party to the merger.  (e) A proceeding pending against any corporation party to the merger may be continued as if the merger did not occur or the surviving corporation may be substituted in the proceeding for the corporation whose existence ceased.  (f) The articles of incorporation of the surviving corporation are amended to the extent provided in the plan of merger.  (g) The shares of each corporation party to the merger that are to be converted into shares, obligations, or other securities of the surviving or any other corporation or into cash or other property are converted.  (2) When a share exchange takes effect, the shares of each acquired corporation are exchanged as provided in the plan. History: Add. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997
MI Comp L § 450.1731-450.1734 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1731-450.1734 - Repealed. 1989, Act 121, Eff. Oct. 1, 1989.

450.1731-450.1734 Repealed. 1989, Act 121, Eff. Oct. 1, 1989. Compiler's Notes: The repealed sections pertained to merger or consolidation of foreign and domestic corporations, and application of MCL 450.1704 to surviving domestic corporation.
MI Comp L § 450.1735 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1735 - Foreign Corporations and Domestic Corporations; Merger or Share Exchange; Compliance; Liability; Power of Foreign Corporation Not Limited.

450.1735 Foreign corporations and domestic corporations; merger or share exchange; compliance; liability; power of foreign corporation not limited.Sec. 735.  (1) One or more foreign corporations may merge or enter into a share exchange with 1 or more domestic corporations if all of the following that apply are met:  (a) In a merger, the merger is permitted by the law of the state or country under whose law each foreign corporation is incorporated and each foreign corporation complies with that law in effecting the merger. If the parent corporation in a merger conducted pursuant to section 711 is a foreign corporation, it shall comply, notwithstanding the provisions of the laws of its jurisdiction of incorporation, with both of the following:  (i) Section 711(2) with respect to notice to shareholders of a domestic subsidiary corporation that is a party to the merger.  (ii) Section 712 with respect to the certificate of merger.  (b) In a share exchange, the corporation whose shares will be acquired is a domestic corporation, whether or not a share exchange is permitted by the law of the state or country under whose law the acquiring corporation is incorporated.  (c) Each domestic corporation complies with the applicable provisions of sections 701 through 713.  (d) Each foreign corporation authorized to transact business in this state complies with section 1021 or 1035, as applicable.  (2) If the surviving corporation of a merger or the acquiring corporation in a share exchange is to be governed by the laws of a jurisdiction other than this state, it shall comply with the provisions of this act with respect to foreign corporations if it is to transact business in this state. The surviving corporation in a merger is liable, and is subject to service of process in a proceeding in this state, for the enforcement of an obligation of a domestic corporation that is party to the merger, and in a proceeding for the enforcement of a right of a dissenting shareholder of a domestic corporation against the surviving corporation.  (3) This section does not limit the power of a foreign corporation to acquire all or part of the shares of 1 or more classes or series of a domestic corporation through a voluntary exchange or otherwise. History: Add. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997 ;-- Am. 2006, Act 72, Imd. Eff. Mar. 20, 2006 Compiler's Notes: Former MCL 450.1735, which pertained to certificate of merger or consolidation of domestic and foreign corporations, was repealed by Act 303 of 1974, Imd. Eff. Oct. 21, 1974.
MI Comp L § 450.1741 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1741 - Abandonment of Merger or Share Exchange.

450.1741 Abandonment of merger or share exchange. Sec. 741.  At any time before the effective date of a certificate of merger or share exchange, the merger or share exchange may be abandoned, subject to any contractual rights, without further shareholder action, in accordance with the procedure set forth in the plan of merger or share exchange or, if none is set forth, in the manner determined by the board. If a certificate of merger or share exchange has been filed by a corporation, it shall file a certificate of abandonment within 10 days after the abandonment, but not later than the proposed effective day. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993
MI Comp L § 450.1751 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1751 - Disposition of Corporate Property and Assets; Approval by Shareholders.

450.1751 Disposition of corporate property and assets; approval by shareholders. Sec. 751.  (1) A corporation may take any of the following actions upon the terms and conditions and for a consideration, which may consist in whole or in part of cash or other property, including shares, bonds, or other securities of any other domestic or foreign corporation authorized by its board of directors:   (a) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property and assets in the usual and regular course of its business.  (b) Sell, lease, exchange, or otherwise dispose of all, or substantially all, of its property and assets following shareholder approval of dissolution under section 804 if either of the following applies:  (i) The shares held by the shareholders who would be entitled to vote on a sale of assets under section 753 satisfy the requirements of section 762(2)(a) on the effective date of the dissolution.  (ii) The disposition of assets is pursuant to a plan of dissolution providing for the distribution of substantially all of the corporation's net assets to shareholders in accordance with their respective interests within 1 year after the date of the closing of the sale or other disposition, and the disposition is for cash or for shares that satisfy the requirements of section 762(2)(a) on the date of closing, or for any combination thereof.  (c) Transfer any or all of its property and assets to another corporation all of the shares of which are owned, or to another entity wholly owned, by the corporation, whether or not in the usual and regular course of business.  (d) Mortgage or pledge any or all of its property and assets whether or not in the usual and regular course of business.  (2) Unless otherwise provided in the articles of incorporation, approval by the shareholders of a transaction described in subsection (1) is not required. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1997, Act 118, Imd. Eff. Oct. 24, 1997
MI Comp L § 450.1754 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1754 - Rights of Shareholders.

450.1754 Rights of shareholders. Sec. 754.  Shareholders of a corporation that proposes to issue, directly or through a subsidiary, its shares, obligations, or securities in the course of a merger, acquisition of some or all of the outstanding shares of another corporation or interests in another entity, or acquisition of some or all of the assets other than cash of a corporation or other entity, have the rights to receive notice and to vote on the proposed merger or acquisition provided in section 703a(2) and to receive dissenters' rights as provided in section 762 if both of the following apply:  (a) The securities to be issued or delivered in the acquisition are or may be converted into shares of the acquiring corporation's common stock.  (b) The number of the acquiring corporation's common shares to be issued or delivered, plus those initially issuable upon conversion or exchange of any other securities to be issued or delivered, will exceed 100% of the number of its common shares outstanding immediately prior to the acquisition plus the number of its common shares, if any, initially issuable upon conversion or exchange of any other securities then outstanding. History: Add. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 2001, Act 57, Imd. Eff. July 23, 2001
MI Comp L § 450.1761 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1761 - Definitions.

450.1761 Definitions. Sec. 761.  As used in sections 762 to 774:  (a) "Beneficial shareholder" means the person who is a beneficial owner of shares held by a nominee as the record shareholder.  (b) "Corporation" means the issuer of the shares held by a dissenter before the corporate action, or the surviving corporation by merger of that issuer.  (c) "Dissenter" means a shareholder who is entitled to dissent from corporate action under section 762 and who exercises that right when and in the manner required by sections 764 through 772.  (d) "Fair value", with respect to a dissenter's shares, means the value of the shares immediately before the effectuation of the corporate action to which the dissenter objects, excluding any appreciation or depreciation in anticipation of the corporate action unless exclusion would be inequitable.  (e) "Interest" means interest from the effective date of the corporate action until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances.  (f) "Record shareholder" means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation.  (g) "Shareholder" means the record or beneficial shareholder. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1988, Act 58, Eff. Apr. 1, 1988 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993 Compiler's Notes: Section 2 of Act 58 of 1988 provides: “This amendatory act shall not apply to any domestic corporation before June 1, 1989, unless the corporation's board of directors adopts a resolution, pursuant to this section, electing to have this act apply to the corporation. The resolution shall specify the date after January 1, 1988 and before June 1, 1989 on which this act will apply to the corporation. The resolution shall be filed with the department of commerce, corporation and securities bureau, on or before the date that the act will apply to the corporation.”
MI Comp L § 450.1763 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1763 - Rights of Partial Dissenter; Assertion of Dissenters' Rights by Beneficial Shareholder.

450.1763 Rights of partial dissenter; assertion of dissenters' rights by beneficial shareholder. Sec. 763.  (1) A record shareholder may assert dissenters' rights as to fewer than all the shares registered in his or her name only if he or she dissents with respect to all shares beneficially owned by any 1 person and notifies the corporation in writing of the name and address of each person on whose behalf he or she asserts dissenters' rights. The rights of a partial dissenter under this subsection are determined as if the shares as to which he or she dissents and his or her other shares were registered in the names of different shareholders.  (2) A beneficial shareholder may assert dissenters' rights as to shares held on his or her behalf only if all of the following apply:  (a) He or she submits to the corporation the record shareholder's written consent to the dissent not later than the time the beneficial shareholder asserts dissenters' rights.  (b) He or she does so with respect to all shares of which he or she is the beneficial shareholder or over which he or she has power to direct the vote. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989
MI Comp L § 450.1764 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1764 - Corporate Action Creating Dissenters' Rights; Vote of Shareholders; Notice.

450.1764 Corporate action creating dissenters' rights; vote of shareholders; notice.Sec. 764.  (1) If a proposed corporate action that creates dissenters' rights under section 762 is submitted to a vote at a shareholders' meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters' rights under this act and be accompanied by a copy of sections 761 to 774.  (2) Except as provided in subsection (3), if a corporate action that creates dissenters' rights under section 762 is taken without a vote of shareholders, the corporation shall notify in writing all shareholders that are entitled to assert dissenters' rights that the action was taken and send them the dissenters' notice described in section 766. A shareholder that consents to the corporate action is not entitled to assert dissenters' rights.  (3) If a corporate action creates dissenters' rights under section 762(1)(a)(ii) or (b)(ii), an offer made under section 703a(3) must state that shareholders are or may be entitled to assert dissenters' rights under this act and be accompanied by a copy of sections 761 to 774 and the dissenters' notice described in section 766. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 1993, Act 91, Eff. Oct. 1, 1993 ;-- Am. 2018, Act 85, Eff. June 24, 2018
MI Comp L § 450.1765 (2021)
2021 Michigan Compiled Laws|Chapter 450 - Corporations|Act 284 of 1972 - Business Corporation Act (450.1101 - 450.2099)|284-1972-7 - Chapter 7 Corporate Combinations and Dispositions (450.1701...450.1774)|Section 450.1765 - Notice of Intent to Demand Payment for Shares.

450.1765 Notice of intent to demand payment for shares.Sec. 765.  (1) If a proposed corporate action that creates dissenters' rights under section 762 is submitted to a vote at a shareholders' meeting, a shareholder that wishes to assert dissenters' rights must deliver to the corporation before the vote is taken written notice of his, her, or its intent to demand payment for his, her, or its shares if the proposed action is effectuated and must not vote his, her, or its shares in favor of the proposed action.  (2) If a corporate action creates dissenters' rights under section 762(1)(a)(ii) or (b)(ii), a shareholder that wishes to assert dissenters' rights must deliver to the corporation before the shares are purchased pursuant to the offer written notice of his, her, or its intent to demand payment for his, her, or its shares if the proposed action is taken and must not tender, or cause or permit to be tendered, any shares in response to the offer.  (3) A shareholder that does not satisfy the requirements of subsection (1) or (2), as applicable, is not entitled to payment for his, her, or its shares under this act. History: 1972, Act 284, Eff. Jan. 1, 1973 ;-- Am. 1989, Act 121, Eff. Oct. 1, 1989 ;-- Am. 2018, Act 85, Eff. June 24, 2018