2023 Wisconsin Statutes & Annotations › Chapter 180 - Business corporations. › 180.1150 - Control share voting restrictions.

180.1150
Control share voting restrictions.
(1)
In this section:
(b)
“Person" includes 2 or more individuals or persons acting as a group for the purpose of acquiring or holding securities of a resident domestic corporation, but does not include a bank, broker, nominee, trustee or other person that acquires or holds shares in the ordinary course of business for others in good faith and not for the purpose of avoiding this section unless the person may exercise or direct the exercise of votes with respect to the shares at a meeting of shareholders without further instruction from another.
(c)
“Resident domestic corporation" has the meaning given in s. 180.1130 (10m).
(2)
Unless otherwise provided in the articles of incorporation of a resident domestic corporation or otherwise specified by the board of directors of the resident domestic corporation in accordance with s. 180.0824 (3), and except as provided in sub. (3) or as restored under sub. (5), the voting power of shares of a resident domestic corporation held by any person, including shares issuable upon conversion of convertible securities or upon exercise of options or warrants, in excess of 20 percent of the voting power in the election of directors shall be limited to 10 percent of the full voting power of those shares.
(3)
Shares of a resident domestic corporation held, acquired or to be acquired in any of the following circumstances are excluded from the application of this section:
(a)
Shares acquired before April 22, 1986.
(b)
Shares acquired under an agreement entered into before April 22, 1986.
(c)
Shares acquired by a donee under an inter vivos gift not made to avoid this section or by a distributee as defined in s. 851.07.
(d)
Shares acquired under a collateral pledge or security agreement, or similar instrument, not created to avoid this section.
(e)
Shares acquired under ss. 180.1101 to 180.1106 if the resident domestic corporation is a party to the merger or interest exchange.
(f)
Shares acquired from the resident domestic corporation.
(g)
Shares acquired under an agreement entered into at a time when the resident domestic corporation was neither a resident domestic corporation nor an issuing public corporation under s. 180.1150 (1) (a), 1995 stats.
(i)
Shares acquired in a transaction incident to which the shareholders of the resident domestic corporation have voted under sub. (5) to approve the person's resolution delivered under sub. (4) to restore the full voting power of all of that person's shares.
(4)
A person desiring a shareholder vote under sub. (5) shall deliver to the resident domestic corporation at its principal office a form of shareholder resolution with an accompanying notice containing all of the following:
(a)
The identity of the person.
(b)
A statement that the resolution and notice are submitted under this section.
(c)
The number of shares of the resident domestic corporation owned by the person of record and beneficially under the meaning prescribed in rule 13d-3 under the securities exchange act of 1934.
(d)
A specification of the voting power the person has acquired or proposes to acquire for which shareholder approval is sought.
(e)
The circumstances, terms and conditions under which shares representing in excess of 20 percent of the voting power were acquired or are proposed to be acquired, set forth in reasonable detail, including the source of funds or other consideration and other details of the financial arrangements of the transactions.
(f)
If shares representing in excess of 20 percent of the voting power were acquired or are proposed to be acquired for the purpose of gaining control of the resident domestic corporation, the terms of the proposed acquisition, including but not limited to the source of funds or other consideration and the material terms of the financial arrangements for the acquisition, any plans or proposals of the person to liquidate the resident domestic corporation, to sell all or substantially all of its assets, or merge it or exchange its interests with any other person, to change the location of its principal office or of a material portion of its business activities, to change materially its management or policies of employment, to alter materially its relationship with suppliers or customers or the communities in which it operates, or make any other material change in its business, corporate structure, management or personnel, and such other material information as would affect the decision of a shareholder with respect to voting on the resolution.
(5)
(a)
Within 10 days after receipt of a resolution and notice under sub. (4), the directors of the resident domestic corporation shall fix a date for a special meeting of the shareholders to vote on the resolution. The meeting shall be held no later than 50 days after receipt of the resolution and notice under sub. (4), unless the person agrees to a later date, and no sooner than 30 days after receipt of the resolution and notice, if the person so requests in writing when delivering the resolution and notice.
(b)
The notice of the meeting shall include a copy of the resolution and notice delivered under sub. (4) and a statement by the directors of their position or lack of position on the resolution.
(c)
Regular voting power is restored if at the meeting called under par. (a) at which a quorum is present a majority of the voting power of shares represented at the meeting and entitled to vote on the subject matter approve the resolution.
(d)
A resident domestic corporation is not required to hold more than 2 meetings under par. (a) in any 12-month period with respect to resolutions and notices presented by the same person unless the person pays to the corporation, in advance of the 3rd or subsequent such meeting the reasonable expenses of the meeting including, without limitation, fees and expenses of counsel, as estimated in good faith by the board of directors of the resident domestic corporation and communicated in writing to the person within 10 days after receipt of a 3rd or subsequent resolution and notice from the person. In such event, notwithstanding par. (a), the directors may fix a date for the meeting within 10 days after receipt of payment in full of such estimated expenses rather than within 10 days after receipt of the resolution and notice.
(6)
Any sale or other disposition of shares by a person holding both shares having full voting power and shares having voting power limited under sub. (2) shall be deemed to reduce the number of shares having limited voting power until such shares are exhausted.
(7)
A corporation that is not a resident domestic corporation may elect, by express provision in its articles of incorporation, to be subject to this section as if it were a resident domestic corporation unless its articles of incorporation contain a provision stating that the corporation is a close corporation under ss. 180.1801 to 180.1837.
History:  1989 a. 303; 1995 a. 336; 1997 a. 27; 2001 a. 44; 2005 a. 476; 2021 a. 258.