Mississippi Code 1972 (2023) › Title 79 - CORPORATIONS, ASSOCIATIONS, AND PARTNERSHIPS (§§ 79-1-1 — 79-37-604) › Chapter 4 - MISSISSIPPI BUSINESS CORPORATION ACT (§§ 79-4-1.01 — 79-4-17.05) › Article 11 - MERGER AND SHARE EXCHANGE (§§ 79-4-11.01 — 79-4-11.08) › Section 79-4-11.03 - Share exchange

(a)
Through a share exchange:
(1)
A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic or foreign corporation, or all of the interests of one or more classes or series of interests of a domestic or foreign eligible entity, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange; or
(2)
All of the shares of one or more classes or series of shares of a domestic corporation may be acquired by another domestic or foreign corporation or eligible entity, in exchange for shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, pursuant to a plan of share exchange.
(b)
A foreign corporation, or a domestic or foreign eligible entity, may be a party to the share exchange only if:
(1)
The share exchange is permitted by the laws under which the corporation or eligible entity is organized or by which it is governed; and
(2)
In effecting the share exchange, the corporation or eligible entity complies with such laws and with its articles of incorporation or organizational documents.
(c)
The plan of share exchange must include:
(1)
The name of each corporation or eligible entity whose shares or interests will be acquired and the name of the corporation or eligible entity that will acquire those shares or interests;
(2)
The terms and conditions of the share exchange;
(3)
The manner and basis of exchanging shares of a corporation or interests in an eligible entity whose shares or interests will be acquired under the share exchange into shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing; and
(4)
Any other provisions required by the laws under which any party to the share exchange is organized or by the articles of incorporation or organizational documents of any such party.
(d)
Terms of a plan of share exchange may be made dependent on facts objectively ascertainable outside the plan in accordance with Section
79-4-1.20(k)
.
(e)
The plan of share exchange may also include a provision that the plan may be amended prior to filing of the articles of share exchange with the Secretary of State, provided that if the shareholders of a domestic corporation that is a party to the share exchange are required or permitted to vote on the plan, the plan must provide that subsequent to approval of the plan by such shareholders the plan may not be amended to:
(1)
Change the amount or kind of shares or other securities, interests, obligations, rights to acquire shares or other securities, cash, or other property to be issued by the corporation or to be received by the shareholders of or owners of interests in any party to the share exchange in exchange for their shares or interests under the plan; or
(2)
Change any of the terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.
(f)
Section
79-4-11.03
does not limit the power of a domestic corporation to acquire shares of another corporation or interests in another entity in a transaction other than a share exchange.
Former 1972 Code §
79-4-11.03
[Laws, 1987, ch. 486, § 11.03] renumbered as §
79-4-11.04
by Laws, 2000, ch. 469, § 18. Former 1972 Code §
79-4-11.02
[Laws, 1987, ch. 486, § 11.02] amended and renumbered as §
79-4-11.03
by Laws, 2000, ch. 469, § 17; Laws, 2004, ch. 495, § 10; Laws, 2012, ch. 481, § 28, eff. 1/1/2013.