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2023 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.
Subarticle F. Transition Provisions
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 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.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 18 - Wyoming Management Stability Act › Article 1 - General Provisions › Section 17-18-113 - Hearing; Order of Secretary of State Prohibiting or Conditioning Purchase.

17-18-113. Hearing; order of secretary of state prohibiting or conditioning purchase.
(a) Whenever it appears to the secretary of state that any person has acted or is about to act in a manner constituting a violation of any provision of this act or any rule or regulation adopted pursuant to this act, the secretary of state shall call a hearing to investigate the matter. Any interested person may petition the secretary of state for a hearing if that person reasonably believes a violation of W.S. 17-18-105 through 17-18-111 has or is about to occur, or for purposes of W.S. 17-18-111(b).
(b) At least five (5) days notice that a hearing will be held under this section shall be given to the target company, the offeror, and other persons as the secretary of state may designate.
(c) The expenses, including the cost of transcripts and all expenses of the state, of all hearings held under this section shall be borne by the offeror. As security for the payment of these expenses, the offeror shall file with the secretary of state an acceptable bond or other deposit in an amount to be determined by the secretary of state.
(d) The target company, the offeror, any offeree, and any other person whose interests may be affected have the right to appear at any hearing held pursuant to this section, and to become a party to the proceeding. Any person appearing at or party to the hearing has the rights granted in the Wyoming Administrative Procedure Act.
(e) If the secretary of state finds by a preponderance of the evidence that the takeover statement fails to provide full and fair disclosure to the offerees of all material information concerning the takeover offer or that the takeover offer is not made to all offerees of the same class of equity securities of the target company on substantially equivalent terms, he shall by order prohibit the purchase of shares tendered in response to the takeover offer or condition purchase upon changes or modifications.
(f) In the case of a takeover offer subject to the approval of the insurance commissioner, the offeror within five (5) days after the statement is filed shall mail a notice to all offerees of the target company advising them of the general terms and conditions of the takeover offer and the date of the hearing at which they may appear. No shares shall be contracted for, purchased or paid for until after approval by both the secretary of state and the insurance commissioner. All expenses of notifying the offerees shall be paid by the offeror.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 18 - Wyoming Management Stability Act › Article 1 - General Provisions › Section 17-18-114 - Remedies of Secretary of State, Offerors, Target Companies and Equity Security Owners for Violations of Law.

17-18-114. Remedies of secretary of state, offerors, target companies and equity security owners for violations of law.
(a) Whenever it appears to the secretary of state that any person has engaged or is about to engage in any act or practice constituting a violation of any provision of this act or any rule or regulation or order adopted under this act, the secretary of state may investigate and issue orders and notices, including temporary ex parte cease and desist orders without notice. In addition to all other remedies, he may bring an action in any district court in the name and on behalf of the state of Wyoming against any person or persons participating in or about to participate in a violation of this act to enjoin those persons from continuing or doing any act in violation of this act or to enforce compliance with this act. In any court proceedings the Wyoming Rules of Civil Procedure shall apply.
(b) Whenever it is reasonably believed that any person has engaged or is about to engage in any act or practice constituting a violation of this act or any regulation or order adopted under this act, the offeror, target company or any record or beneficial owner of an equity security of the target company may bring an action in the district court of the county where the target company has its principal office or Natrona county to enjoin that person from continuing or doing any act in violation of this act or to enforce compliance with this act.
(c) Upon a proper showing, the court may grant a permanent or preliminary injunction or temporary restraining order or may order rescission of any sales, tenders for sale, purchases or tenders for purchase of equity securities determined to be unlawful under this act or any rule or regulation or order of the secretary of state. The court shall not require the secretary of state to post a bond.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 18 - Wyoming Management Stability Act › Article 1 - General Provisions › Section 17-18-115 - Judicial Review.

17-18-115. Judicial review.
An appeal may be taken by any offeror, target company, or other party to any proceeding before the secretary of state from any final order of the secretary of state by filing a petition for review within thirty (30) days after entry of the final order complained of pursuant to the provisions of the Wyoming Administrative Procedure Act (W.S. 16-3-101 through 16-3-115).
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 18 - Wyoming Management Stability Act › Article 1 - General Provisions › Section 17-18-116 - Proxies.

17-18-116. Proxies.
(a) Any qualified corporation may in its articles of incorporation restrict or prohibit the use of proxies to vote shares. The restriction or prohibition may be effective for:
(i) All meetings;
(ii) All meetings and issues with any specific exceptions the board of directors authorizes; or
(iii) Any meetings or any issues or both that the board of directors specifies.
(b) The restriction or prohibitions on the use of proxies apply only to meetings including adjournments of meetings held within the state of Wyoming.
(c) Notwithstanding any prohibition or restriction on the use of proxies, the beneficial owner of any shares entitled to vote shall always be entitled to vote the shares in person. If the beneficial owner of the shares is a minor or is incompetent, the shares may be voted in person by a trustee, a guardian, or a parent acting as trustee under the Wyoming Uniform Transfers to Minors Act or a similar act. If the beneficial owner of the shares is an entity other than a natural person, the shares may be voted by any duly authorized officer of that entity.
(d) Any restrictions imposed on persons who may be appointed to act as proxies shall not discriminate on their face in favor of management and against any shareholders opposed to management.
(e) The board may restrict appointment as proxies to specific individuals designated by the corporation provided:
(i) Shareholders are given the opportunity to give binding instructions as to how the shares are to be voted on any issues or in any elections that management is aware of at least thirty (30) days before it mails materials seeking proxies;
(ii) The corporation serves notice in writing on any shareholder who has requested in writing the notice within the past year of the deadline for submission of material on any issue that may arise at the meeting. The notice shall be given at least ten (10) days before the deadline;
(iii) The individuals designated for appointment as proxies agree to vote all valid proxies according to the shareholder instructions given; and
(iv) A meeting may not be adjourned sine die to prevent a vote on an issue if a quorum is present and the required majority either by proxy or in person has had an opportunity to indicate and has indicated an intention to vote against the recommendation of the board or management of the corporation on that issue.
(f) If the articles of incorporation permit the board to impose restrictions on the use of proxies and a court orders a shareholder's meeting, the board may still impose the restrictions provided if it does so within ten (10) days of the meeting or within half the total number of days between the date of the court order and the date of the meeting, whichever is less. The time periods for notice of issues and mailing deadlines set forth in subsection (e) of this section shall not apply to court ordered meetings.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 18 - Wyoming Management Stability Act › Article 1 - General Provisions › Section 17-18-117 - Voting Indirectly Owned Shares.

17-18-117. Voting indirectly owned shares.
Effective January 1, 1990, notwithstanding W.S. 17-16-721(b) a qualified corporation may elect to allow the voting of shares which are owned directly or indirectly by a second corporation, a majority of whose shares entitled to vote for directors of the second corporation are owned by the first corporation. The election shall be made in the articles of incorporation as amended. The number of such shares that may be voted is limited to forty percent (40%) of the total shares of that class outstanding.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 18 - Wyoming Management Stability Act › Article 1 - General Provisions › Section 17-18-118 - Shareholder Lists.

17-18-118. Shareholder lists.
(a) Notwithstanding W.S. 17-16-720 a qualified corporation in its bylaws may restrict access to the shareholder's list to a period beginning two (2) days after the notice of the meeting for which the list was prepared or ten (10) days before the date of the meeting whichever is less.
(b) A qualified corporation in its bylaws may deny shareholders the right to copy the list of shareholders prior to the meeting provided that:
(i) Arrangements are made for an independent firm to provide to shareholders any information any stockholder wants to send them relative to the matters to be considered at the meeting provided the stockholder pays for the mailing and provides the material in a timely fashion; and
(ii) The list is made available at the shareholder's expense to any shareholder at or after the meeting who is bringing a legal challenge to the right of any other shareholder to vote at the meeting; and
(iii) The list is available for inspection but not copying as provided by subsection (a) of this section and at the meeting. The making of handwritten copies by the shareholder or his attorney of the names and addresses of individual shareholders shall not be construed as copying within the meaning of this subsection.
(c) A qualified corporation may take any other steps it deems reasonable or necessary to prevent the use of its shareholder lists for purposes not related to issues under consideration at a shareholder meeting.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 18 - Wyoming Management Stability Act › Article 1 - General Provisions › Section 17-18-119 - Special Meeting Request Exceptions.

17-18-119. Special meeting request exceptions.
(a) Notwithstanding W.S. 17-16-702 and 17-16-703 a qualified corporation may in its bylaws:
(i) Set a higher percentage of shares not to exceed fifty percent (50%) that must petition in order to call a special meeting than is provided by W.S. 17-16-702;
(ii) Provide a longer period between the receipt of the request for a special meeting and the date that notice of the meeting is given than is allowed by W.S. 17-16-703(a)(ii)(A);
(iii) Give the board discretion to require that the issues for which a special meeting is requested be considered instead at the next annual meeting if the request for the special meeting is made within a number of days of the annual meeting specified in the bylaws.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 18 - Wyoming Management Stability Act › Article 1 - General Provisions › Section 17-18-120 - Annual Meeting Purposes.

17-18-120. Annual meeting purposes.
In addition to the limitations on the matters that may be considered at annual meetings otherwise allowed by statute a qualified corporation may in its bylaws authorize the board to further limit the matters which an annual meeting may consider. The limitations shall not include elimination of the election of directors whose terms expire at the annual meeting. The limitations may take the form of excluding specified matters from consideration, allowing consideration of only certain specified matters, or requiring advance notice of the consideration of certain matters.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 18 - Wyoming Management Stability Act › Article 1 - General Provisions › Section 17-18-121 - Action by Less Than a Quorum.

17-18-121. Action by less than a quorum.
(a) Stockholders present or represented by proxy at an annual or special meeting of a qualified corporation at which a quorum is not present may take only the following actions:
(i) Ratify or reject the independent auditors selected by the board if the corporation's bylaws or articles of incorporation require approval of the auditors by a stockholder's meeting;
(ii) With the consent of the officer presiding at the meeting, receive or hear any reports on the affairs of the corporation that may be presented;
(iii) Within the constraints of the time allowed on the agenda, ask questions concerning the affairs of the corporation of any officer or board member present;
(iv) Adjourn or recess the meeting to allow time to assemble a quorum, but they may not adjourn or recess to a different city and the total of all the adjournments and recesses may not exceed two (2) business days without the consent of the board of directors;
(v) If a quorum is not present, may adjourn the meeting sine die, provided the motion to adjourn sine die shall not be in order until at least two (2) hours have passed since the time specified for the start of the meeting and the time at which the meeting was called to order.
(b) If an annual meeting of a qualified corporation is adjourned sine die without achieving a quorum, the requirement of W.S. 17-16-701 to hold an annual meeting is satisfied. The board of directors may call a second annual meeting to take the place of the one adjourned without a quorum, but the board is not obligated to do so unless required to do so by the bylaws or articles of incorporation.
(c) If a special meeting of a qualified corporation is adjourned sine die without achieving a quorum or without achieving the quorum necessary to do all or part of the business for which the meeting was required, the board of directors may call another special meeting, but is not obligated to do so unless required by the bylaws or articles of incorporation. The remedy of a stockholder aggrieved by a failure of the board to call another special meeting shall be to follow the procedures necessary for calling a new special meeting.
(d) If different quorums are required for different matters, the absence of a quorum on one (1) issue shall not affect the ability of the meeting to act on other issues where a quorum is present.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 18 - Wyoming Management Stability Act › Article 2 - Bondholder Protection Provisions › Section 17-18-202 - Bondholder Protection Provision; Adoption Requirements; Revocation.

17-18-202. Bondholder protection provision; adoption requirements; revocation.
(a) The corporation utilizes a bondholder protection provision by adopting and filing with the secretary of state a notice of bondholder protection as provided in this section.
(b) The notice of bondholder protection shall specify the percentage of bondholders whose consent is required for any action on that protection. The percentage may be different for different purposes. The percentage shall be not less than fifty percent (50%) nor greater than ninety percent (90%). The percentage shall be a percentage of the value at maturity of the bonds or other debt instruments issued and outstanding.
(c) Notices of bondholder protection shall be approved by the corporation in the same manner as changes in corporate bylaws except that the articles of incorporation may specify a different manner of approval. The notices shall be filed with the trustee or transfer agent, if any, for the bonds and with the secretary of state. The notice filed with the secretary of state shall be accompanied by the administrative fee specified by regulation to recover the administrative costs of the state of Wyoming. The notice shall be effective as of the date of filing with the secretary of state. The corporation shall send to each known bondholder by first class mail either the full notice of bondholder protection or a summary of the notice and information as to how the full notice may be obtained from the company. This notice to the bondholders shall be given no later than the due date of the first interest payment due more than thirty (30) days after the bondholder protection notice is filed with the secretary of state and may be included with the mailing of the interest payment.
(d) Bondholder protections may be revoked by the corporation in the same manner that notices of bondholder protection are issued and filed except that the revocation is effective as of a date specified in the notice filed with the secretary of state. The effective date shall be at least two (2) years and not more than six (6) years after filing the notice of revocation with the secretary of state.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 18 - Wyoming Management Stability Act › Article 2 - Bondholder Protection Provisions › Section 17-18-203 - Bondholder Protection Provision; Amendments.

17-18-203. Bondholder protection provision; amendments.
(a) At any time any amendment may be made to the bondholder protection provisions with the consent of the percentage of bondholders required for action as stated in the notice of bondholder protection. Such an amendment shall be effective upon filing the bondholder's consent and notice of amendment with the secretary of state. However, the effective date shall be specified in the notice and shall be at least two (2) years and not more than six (6) years after filing the bondholder's consent and notice of the amendment with the secretary of state for amendments which:
(i) Change the time period for revocations to be effective;
(ii) Decrease the percentage of bondholders required for approval of an action;
(iii) Eliminate the requirement of bondholder approval for a specific action; or
(iv) Otherwise decrease the protection available to bondholders.
(b) The bondholder's consent shall be in writing signed by the bondholder or his lawful agent or trustee. Unless otherwise specified in W.S. 17-18-201 through 17-18-206 the consent is valid until revoked by the bondholder. The sale of the bond or debt instrument by the bondholder revokes the consent effective upon notification of the corporation or transfer agent of the sale.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 18 - Wyoming Management Stability Act › Article 2 - Bondholder Protection Provisions › Section 17-18-204 - Limitations of the Bondholder Protection Provisions.

17-18-204. Limitations of the bondholder protection provisions.
(a) Nothing in the bondholder protection provisions shall be construed or applied to abridge or prohibit any contract, covenant or restriction made between any corporation and its bondholders, or any holder of any other debt instrument provided the contract, covenant or restriction would be lawful in the absence of W.S. 17-18-201 through 17-18-206. Unless specifically prohibited by prior contract any eligible corporation may extend to the holders of any bond or debt instrument described in W.S. 17-18-201(a) the opportunity to receive any bondholder protection provisions. If a corporation represents to potential purchasers of bonds in any prospectus or other written advice to potential purchasers that it has extended or intends to extend any bondholder protection provisions, it shall also state in the same document that the protections may be revoked as provided by W.S. 17-18-201 through 17-18-206.
(b) Protections under W.S. 17-18-201 through 17-18-206 shall be extended uniformly to all holders of the same class of bond or debt instrument but need not be extended uniformly to all classes of bonds or debt instruments.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 18 - Wyoming Management Stability Act › Article 2 - Bondholder Protection Provisions › Section 17-18-206 - Additional Bondholder Protection Provisions Allowed.

17-18-206. Additional bondholder protection provisions allowed.
Any other bondholder protection provisions may be provided in the notice of bondholder protection, and shall be valid unless inconsistent with the provisions of W.S. 17-18-201 through 17-18-206 or other law.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 18 - Wyoming Management Stability Act › Article 3 - Control Share Acquisitions › Section 17-18-302 - Control Share Voting Rights.

17-18-302. Control share voting rights.
(a) Control shares of an issuing public corporation acquired in a control share acquisition do not have voting rights unless conferred by a vote of shareholders pursuant to W.S. 17-18-306.
(b) Control shares for which voting rights have not been conferred under W.S. 17-18-306 are not considered outstanding shares for the purposes of determining whether a quorum is present or whether an action requiring the affirmative vote of the holders of a specified percentage of the corporation's outstanding shares has received the requisite affirmative vote.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 18 - Wyoming Management Stability Act › Article 3 - Control Share Acquisitions › Section 17-18-303 - Notice of Control Share Acquisition; Acquiring Person Statement.

17-18-303. Notice of control share acquisition; acquiring person statement.
(a) Any person who proposes to make a control share acquisition may, and any person who has made a control share acquisition shall, deliver an acquiring person statement to the issuing public corporation at the issuing public corporation's principal office. The acquiring person statement shall contain the following:
(i) The identity of the acquiring person, including the identity of each member of any partnership, limited partnership, syndicate or other group which constitutes a part of the acquiring person for purposes of W.S. 17-18-301(a)(i);
(ii) A statement that the acquiring person statement is delivered pursuant to this article;
(iii) A statement of the number of shares of the issuing public corporation owned directly or indirectly by the acquiring person or with respect to which the acquiring person may exercise or direct the exercise of voting power;
(iv) The range of voting power for which the acquiring person seeks voting rights; and
(v) Any undertaking to pay expenses made pursuant to W.S. 17-18-304(a) or any requests made pursuant to W.S. 17-18-304(d).
(b) If the control share acquisition has not taken place the acquiring person statement shall, in addition to the requirements stated in subsection (a) of this section, contain:
(i) A description in reasonable detail of the terms and conditions of the proposed control share acquisition, including without limitation the amount and class or classes of shares to be acquired, the price or prices to be offered for the shares and the form of the consideration to be offered; and
(ii) Representations by the acquiring person, together with a statement in reasonable detail of the facts upon which they are based and other supporting evidence reasonably sufficient to establish the representations, that:
(A) The proposed control share acquisition will not be contrary to law;
(B) The acquiring person has the financial capacity to make, and will make, the proposed control share acquisition forthwith after the shareholder vote if voting rights are accorded.
(iii) An affidavit of the acquiring person that:
(A) States that the acquiring person statement contains all of the information required by this section;
(B) States that the information contained in the acquiring person statement is true, correct and complete; and
(C) Is signed by the acquiring person if the acquiring person is an individual or by the chief executive officer or similar representative of the acquiring person if the acquiring person is not an individual.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 18 - Wyoming Management Stability Act › Article 3 - Control Share Acquisitions › Section 17-18-304 - Shareholder Special Meeting.

17-18-304. Shareholder special meeting.
(a) If the acquiring person requests a special meeting at the time of delivery of an acquiring person statement pursuant to W.S. 17-18-303 and agrees to pay the corporation's expenses of a special meeting, the directors of the issuing public corporation shall call a special meeting of shareholders of the issuing public corporation within ten (10) days after the date of the corporation's receipt of the request for the purpose of considering whether the shares acquired or to be acquired in the control share acquisition will be accorded voting rights.
(b) Unless the acquiring person agrees in writing to another date, a special meeting of shareholders shall be held within fifty (50) days after receipt by the issuing public corporation of the request.
(c) If no request is made for a special meeting, the issue of whether the shares acquired in the control share acquisition will be accorded voting rights shall be presented at the next special or annual meeting of shareholders.
(d) If requested in writing by the acquiring person when the acquiring person statement is delivered pursuant to W.S. 17-18-303, the special meeting shall not be held sooner than thirty (30) days after receipt by the issuing public corporation of the acquiring person statement.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 18 - Wyoming Management Stability Act › Article 3 - Control Share Acquisitions › Section 17-18-305 - Notice of Shareholder Meeting.

17-18-305. Notice of shareholder meeting.
(a) The issuing public corporation shall give notice of a special meeting of shareholders requested pursuant to W.S. 17-18-304 as promptly as practicable to each shareholder of record as of the record date set for the meeting, whether or not the shareholder is entitled to vote at the meeting.
(b) Notice of the special or annual shareholder meeting at which the voting rights are to be considered shall include or be accompanied by:
(i) A copy of the acquiring person statement delivered to the issuing public corporation pursuant to this article; and
(ii) A statement by the board of directors of the issuing public corporation which:
(A) Is authorized by its directors; and
(B) Contains the position or recommendation of the board of directors or states that the board of directors takes no position or makes no recommendation concerning the proposed control share acquisition; and
(C) Contains a statement of any dissenters' rights accorded to shareholders of the issuing public corporation under W.S. 17-18-308.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 18 - Wyoming Management Stability Act › Article 3 - Control Share Acquisitions › Section 17-18-306 - Voting Rights; Resolution.

17-18-306. Voting rights; resolution.
(a) Control shares acquired in a control share acquisition have the same voting rights accorded the shares before the control share acquisition only to the extent granted by resolution approved by the shareholders of the issuing public corporation.
(b) The resolution required by subsection (a) of this section shall be approved both by a majority of:
(i) All outstanding voting shares, including interested shares; and
(ii) All outstanding shares, excluding interested shares.
(c) In addition to the vote required by subsection (b) of this section, in the event the holders of the outstanding shares of a class are entitled to vote as a separate voting group and the proposed control share acquisition would, if fully carried out, result in any of the changes described in W.S. 17-16-1004(a), the resolution required by subsection (a) of this section shall be approved both by:
(i) Each voting group entitled to vote separately on a proposal by a majority of all votes entitled to be cast by that voting group, including all interested shares; and
(ii) Each voting group entitled to vote separately on a proposal by a majority vote of all the votes entitled to be cast by that voting group excluding all interested shares.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 18 - Wyoming Management Stability Act › Article 3 - Control Share Acquisitions › Section 17-18-307 - Redemption.

17-18-307. Redemption.
(a) Control shares acquired in a control share acquisition may be redeemed by the corporation at fair value pursuant to the procedures adopted by the corporation at any time during the period ending sixty (60) days after the last acquisition of control shares by the acquiring person if the control shares are not accorded voting rights by the shareholders pursuant to W.S. 17-18-306.
(b) For purposes of this section, the procedures to be adopted by the corporation for determining the fair value to be paid for a share upon redemption are not required to take into account and may expressly disregard any increase or proposal for any increase in the price of the shares following the announcement or commencement of the control share acquisition or any proposal. The provisions of W.S. 17-18-308(b) do not apply to this section.
(c) The provisions of this section shall not apply to a control share acquisition to which the provisions of this article otherwise apply if, at the time the issuing public corporation receives an acquiring person statement with respect to the control share acquisition, the articles of incorporation or bylaws of the issuing public corporation contain a provision expressly electing not to be governed by this section.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 18 - Wyoming Management Stability Act › Article 3 - Control Share Acquisitions › Section 17-18-308 - Rights of Dissenters; "Fair Value" Defined.

17-18-308. Rights of dissenters; "fair value" defined.
(a) A shareholder of the issuing public corporation, other than the acquiring person, who does not vote in favor of the control share acquisition may dissent from any proposal to accord voting rights to the control shares over which voting power was or is to be acquired in the control share acquisition. Each shareholder dissenting from the proposal is entitled to receive the fair value of the shareholder's shares under W.S. 17-16-1301 through 17-16-1331 if the control shares acquired or to be acquired in the control share acquisition are accorded voting rights under W.S. 17-18-306 and the acquiring person has or is authorized to have a majority of all voting power.
(b) For purposes of this section, the fair value to be paid for a share of a dissenting shareholder may not be less than the highest price paid for a share by the acquiring person in the control share acquisition.
(c) The provisions of this section shall not apply to a control share acquisition to which the provisions of this article otherwise apply if, at the time the issuing public corporation receives an acquiring person statement with respect to the control share acquisition, the articles of incorporation or bylaws of the issuing public corporation contain a provision expressly electing not to be governed by this section.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 18 - Wyoming Management Stability Act › Article 3 - Control Share Acquisitions › Section 17-18-309 - Application.

17-18-309. Application.
(a) The provisions of this article shall not apply to a control share acquisition if, at the time the issuing public corporation receives an acquiring person statement with respect to the control share acquisition, the articles of incorporation or bylaws of the issuing public corporation contain a provision expressly electing not to be governed by this article.
(b) A corporation which is not an issuing public corporation may provide in its articles of incorporation or bylaws that this article does not apply to control share acquisitions of shares of the corporation in the event it becomes an issuing public corporation.
2023 Wyoming Statutes › Title 17 - Corporations, Partnerships and Associations › Chapter 18 - Wyoming Management Stability Act › Article 4 - Miscellaneous Provisions › Section 17-18-401 - No Effect on Other Actions; No Liability.

17-18-401. No effect on other actions; no liability.
This act does not effect, directly or indirectly, the validity of another action by the board of directors of a corporation, nor does it preclude the board of directors from taking other action in accordance with law. The board of directors incurs no liability for elections made or not made under this act.