Summary of Recently Adopted Changes to the Florida Business Corporation Act and Harmonizing Changes to Other Florida Entity Statutes, Part II
This is the second of two articles published in the Journal addressing key changes made to the Florida Business Corporation Act (Ch. 607 or FBCA) and to certain other Florida entity statutes (the revised act). The first article was published in the November/December 2019 edition of the Journal. This second article is a condensed version of two out of four more extensive articles about the revised act that have been posted on the web page of the Ch. 607 Drafting Subcommittee, which is contained on the website of The Florida Bar Business Law Section, www.flabizlaw.org.
Florida’s corporate statute (Part I of the FBCA) is largely modeled on the Revised Model Business Corporation Act (Model Act). The revised act includes 1) changes based on the 2016 version of the Model Act; 2) clarifying and correcting language changes; and 3) harmonizing changes from the Florida Revised Limited Liability Company Act (FRLLCA). It also retains certain non-Model Act provisions already contained in existing Ch. 607 and continues, in certain cases, to borrow language from the Delaware General Corporation Law (DGCL).
The following highlights changes to the FBCA made in the revised act in articles 9 through 16 of the FBCA. The discussions below are grouped together by article. The revised act is effective January 1, 2020.
Article 9: Anti-Takeover Provisions
The revised act makes changes to §607.0901 (the affiliated transaction statute) to bring it into conformity with changes made in the DGCL and in the corollary Maryland and Michigan statutes. No changes were made in the revised act to §607.0902 (the control-share acquisition statute).
Article 10: Amendment of Articles of Incorporation and Bylaws
• Shares; Combination or Division — FBCA §607.10025 (a non-Model Act provision) currently authorizes a Florida corporation with more than 35 shareholders to effect a forward stock split or a reverse stock split without shareholder approval under certain circumstances. The revised act removes the more than 35-shareholder limitation.
• Amendment to Articles of Incorporation; Shareholder Approval — Besides changes to conform this section to the corollary Model Act provision, §607.1003 now requires that a full copy of a proposed amendment be provided to the shareholders for consideration, and no longer allows just a summary.
• Restated Articles of Incorporation — Section 607.1007 continues to address restated articles of incorporation. While significant language changes were made to §607.1007, the changes are not considered substantive. Practitioners should be careful, however, because these changes may require adjustments to the forms used for restatements.
• Bylaw Provisions Relating to the Election of Directors — New §607.1023, dealing with bylaws addressing election of directors and concepts of majority voting and holdover directors, has been added. This new provision is intended for use mostly by public companies.
Article 11: Mergers, Share Exchanges, Domestications, and Conversions
• General Overview — In the Model Act, mergers and share exchanges are addressed in article 11 and domestications and conversions are addressed in article 9. The FBCA as in effect prior to the revised act included mergers, share exchanges, and conversions in article 11 (existing §§607.1101-607.11101) and domestications in a standalone provision (§607.1801). Because article 9 of the FBCA already contained two non-Model Act anti-takeover provisions, the revised act continues to include mergers, share exchanges, and conversions in article 11 and brings domestications into article 11.
The structure of these merger, share exchange, domestication, and conversion provisions are significantly changed from the existing FBCA provisions. Under the revised act, the merger and share exchange provisions are in §§607.1101-607.1107, the domestication provisions are in §§607.607.11920-607.11924, and the conversion provisions are in §§607.11930-607.11935.
Although much of the prior law’s general process for effectuating a merger, share exchange, domestication, or conversion has been incorporated into the revised act, because the structure and organization of the provisions concerning these organic transactions have changed significantly, practitioners would be well advised to study the provisions of article 11 of the revised act very carefully. Practitioners also should fine tune the operative documents they use in effectuating such transactions to conform to the revised act.
• Overview of Mergers and Share Exchanges — In restructuring the merger and share exchange provisions to match the structure of the Model Act, the revised act moves all of the different types of merger and share exchange transactions into §607.1101 and §607.1102, respectively.
In §607.1101 and §607.1102 of the revised act, the requirements of the plan of merger and plan of share exchange are expanded 1) to make clear that not only can the terms of a merger or share exchange effectuate a conversion of shares of the corporation, but can also effectuate a conversion of rights to acquire shares of the corporation; and 2) to list out the various broad list of types of property (in addition to shares) into which shares and rights to acquire shares can be converted by virtue of the merger or share exchange.
• Adopting a Plan of Merger or Share Exchange — The process for adopting a plan of merger or share exchange is addressed in §607.1103. Among other changes, this section as revised is designed to correct a long-standing ambiguity under Florida law that arguably would allow any class or series of shares to have a separate class vote on a merger or share exchange even under circumstances where the articles of incorporation provide otherwise.
The revised exception in subsection (2) is intended to allow a shareholder vote without a recommendation from the board of directors where there is a “force the vote” provision in a plan of merger or share exchange.
Subsection (5) continues the requirement that a majority of the shares entitled to vote at the meeting (i.e., an absolute majority, rather than just a majority of the quorum) must approve the merger or share exchange.
• Shareholder Approval of a Merger or Share Exchange in Connection with a Tender Offer — New §607.11035 is derived from §11.04(j) of the Model Act. Similar to the Model Act and the DGCL, this provision allows for a “two-step” transaction in which the offeror first makes a tender offer to shareholders through which it acquires enough of an interest in the corporation to satisfy the shareholder approval that otherwise would be required, and then allows the board of directors to effectuate what is often called a “mop-up” merger or share exchange without the need to further secure shareholder approval.
• Merger Between Parent and Subsidiary or Between Subsidiaries — The short-form merger provision in §607.1104, which allows for certain mergers without the need to secure shareholder approval, is extensively modified. Among other changes, the revised act eliminates the 30-day advance notice requirement contained in the existing statute. The revised act retains the 80% ownership threshold for application of this section.
• Articles of Merger or Share Exchange — Section 607.1105 in the revised act is a comprehensive re-write of this section. As a result, changes to form articles of merger and share exchange may be required. Language has been added to make it clear that when a merger involves a foreign entity, the merger will be effective on the later of when articles of merger filed in Florida are specified to take effect or when the documents have become effective in the foreign jurisdiction.
• Effect of Merger or Share Exchange — Revised §607.1106 has been comprehensively updated, largely based on the Model Act.
• Overview: Domestications — Existing FBCA §607.1801 only allowed foreign corporations (although with corporations being broadly defined) to domesticate to Florida. New §§607.11920-607.11924 expand the concept of domestication to include both inbound and outbound domestications of corporations, so long as the domestication is permitted by the laws of the jurisdiction where the foreign corporation is organized. This expanded scope opens up the opportunity to use domestication as an alternative to conversion or merger in order to redomesticate a corporation from one jurisdiction to another.
• Effect of a Domestication — New §607.11924, setting forth the effect of a domestication, largely follows §9.24 of the Model Act.
• Overview of Conversions — Prior to the revised act, conversions were addressed in four sections, §§607.1112, 607.1113, 607.1114 and 607.1115, with the first three addressing conversions of Florida domestic corporations to “other business entities” (domestic or foreign) and the fourth addressing conversions of “other business entities” (domestic or foreign) to a Florida domestic corporation. The revised conversion provisions, which are contained in §§607.11930-607.11935, largely follow the corollary sections in article 9 of the Model Act.
New §607.11930 addresses both 1) conversions by a domestic corporation to a different eligible entity (domestic or foreign); and 2) conversions by a different eligible entity (domestic or foreign) to a domestic corporation. Certain aspects of each of the remaining designated conversion sections may apply depending on whether the conversion is by a domestic corporation to another entity or by another entity to a domestic corporation.
• Plan of Conversion — New §607.11931 largely follows §9.31 of the Model Act with respect to what needs to be included in a plan of conversion in order to effectuate a conversion of a Florida corporation to a different eligible entity, whether domestic or foreign. The revised act specifically allows for converting the domestic corporation’s shares into equity or rights to acquire equity of the converted entity or other property, but also specifically authorizes converting the domestic corporation’s rights to acquire shares into equity, rights to acquire equity of the converted entity or other property.
• Articles of Conversion — New §607.11933 requires articles of conversion to be filed with the Florida Department of State in all conversions involving a domestic corporation, whether the domestic corporation is the converting entity or the converted entity. In most cases, practitioners will need to update their form articles of conversion.
Article 12: Sale of Assets
• Disposition of Assets Not Requiring Shareholder Approval — New §607.1201 removes from this section language that could have been read as requiring that all sales of assets be approved by the corporation’s board of directors. The revised section leaves the issue of whether a particular asset sale requires board approval to the general corporate governance rules relating to when board approval is or is not required.
• Dispositions of Assets Requiring Shareholder Approval — Although §12.02 of the Model Act has moved away from the “all or substantially all of the assets” test for when shareholder approval of a sale of assets outside the ordinary course of business is required and has moved instead to an evaluation of whether the disposition would leave the corporation “without a significant continuing business activity,” the revised act retains the “all or substantially all of the assets” test that has been in the FBCA since 1990.
Article 13: Appraisal Rights
• Appraisal Rights Generally — For the most part, the changes in article 13 are designed to parallel the appraisal rights provisions in FRLLCA which, when drafted, borrowed from and adopted much of the approach and language in article 13 of the Model Act. Among other things, the glitch and circularity problems contained in existing FBCA provisions addressing appraisal rights in circumstances where transactions are adopted by written consent of the shareholders have been corrected.
• Appraisal Rights Definitions — One of the substantive changes made to the definitions is the change in the definition of “fair value.” The new “fair value” definition follows FRLLCA by indicating that fair value is determined, in all cases, without any discounting for lack of marketability or minority status. The revised act removes the language that was added to the FBCA in 2005, which qualified the exclusion of discounting for lack of marketability or minority status to corporations with 10 or fewer shareholders (and thus implied that discounting was permitted for corporations with more than 10 shareholders).
• Rights of Shareholders to Appraisal — With respect to conversions, domestications, mergers, and share exchanges, and consistent with the approach of the Model Act, the requirement that the shareholder be entitled to vote on the transaction in order to have appraisal rights has been removed. Accordingly, if a transaction triggers appraisal rights, all shareholders, whether voting or nonvoting, must be accorded the right to exercise appraisal rights.
Because of the addition of §607.11035 relating to “mop up” mergers and share exchanges, the prior requirement with respect to granting appraisal rights in connection with only those mergers and share exchanges where shareholder approval is required has been modified such that appraisal rights will be triggered in connection with those transactions that are subject to §607.11035.
Because the transactions with respect to which domestications can occur have been expanded to follow the expanded scope set forth in the Model Act, the Model Act provision triggering of appraisal rights with respect to domestication transactions has been added.
• Notice of Appraisal Rights — Revised §607.1320 has been harmonized with §605.1063 of FRLLCA, which in turn, when drafted, was modeled on the corollary provision in the Model Act. In addition, language addressing coordination with new §607.11035 relating to “mop up” mergers and share exchanges has been added to §607.1320.
Most importantly, consistent with FRLLCA, the provisions of §607.1320 have been modified to eliminate certain circularity and confusion that existed under the prior statute relating to corporate actions that were being approved other than by way of vote at a shareholders’ meeting, such as an approval by written consent.
• Notice of Intent to Demand Payment — Revised §607.1321 (which relates to notice to demand payment) has been updated to be harmonized with §605.1064 of FRLLCA, which in turn was modeled on the corollary provision in the Model Act. As is the case with §607.1320, the procedure here has been modified so that the provisions relating to transactions that are approved by written consent, rather than at a shareholders’ meeting, are separately addressed to avoid the circularity and confusion that existed under the previous version of §607.1321. In addition, because of the addition of §607.11035 relating to “mop up” mergers and share exchanges where no shareholder vote is required, the process for a shareholder to assert appraisal rights in that type of transaction has been added as new subsection (3) of §607.1321.
• Court Action — Under §607.1330(2) of the revised act, actions to enforce appraisal rights must be brought in the “applicable county” (as that term is now defined in §607.01401).
• Other Remedies Limited — Although §607.1340(1) of the revised act is a new provision that follows §§13.40(a) and (b) of the Model Act and addresses the limited ability of a shareholder who is entitled to appraisal rights to challenge a completed corporate action, the general concepts in this new section previously appeared in subsections (1) and (2) of §607.1302(4) of the existing statute. New §607.1340, however, does not add subsections (2)(c) and (2)(d) of Model Act §13.40. Nevertheless, new §607.1340(2) has been added in the revised act to make clear that new §607.1340 is not intended to override the rights or operative provisions in §607.0832 relating to the approval of director conflict of interest transactions.
Article 14: Dissolution
• Voluntary Dissolution Generally — The revised act makes numerous language changes to §§607.1401-607.1405 dealing with the process of voluntary dissolution by a Florida corporation. Many of the changes are based on the corollary provisions of the Model Act and while they are nonsubstantive, they are believed to make the statutory provisions clearer and easier to understand.
• Vote of Shareholders Required to Approve a Voluntary Dissolution — Revised §607.1402 continues to require that the holders of more than a majority of the outstanding voting shares approve a voluntary dissolution. This can be contrasted to the corollary provision in the Model Act, which requires approval by a majority of the quorum in attendance at the meeting.
• Effect of Dissolution — The revised act in §607.1405 continues to describe the effect of a voluntary dissolution, including continuing to provide that a corporation that has been dissolved continues its corporate existence following the dissolution, but may not carry on its business except to wind up. It also sets forth the basic requirements of winding up. The revised act continues to include three non-Model Act provisions: 1) subsection (4), which makes clear that dissolution does not change the duty of care, fiduciary duty, limitations on liability or rights to indemnification for officers, directors, and agents of the dissolved corporation; 2) subsection (5), which deals with the use of a corporate name following dissolution; and 3) subsection (6), which expressly authorizes a court to appoint a trustee, custodian, or receiver to oversee the dissolution under certain circumstances.
• Director Responsibility for Overseeing a Voluntary Dissolution — New §607.1410(1) provides that the directors shall cause the dissolved corporation to discharge or make reasonable provision for the payment of claims and make distributions in liquidation to shareholders after payment or provision for claims, and that a director who allows a distribution before meeting this requirement may be liable for the amount of the unlawful distribution under §607.0834.
• Resolution of Claims Generally — The provisions in the FBCA that existed prior to the revised act, which provided a rubric for dealing with the resolution of known, unknown, and contingent claims (§607.1406 and §607.1407), were largely Florida-only provisions. The provisions in the revised act (§§607.1406-607.1410) dealing with these topics are significantly different and largely follow the corollary Model Act provisions, although some provisions from the existing FBCA have been retained.
These provisions are intended to provide much clearer procedures for liquidating and paying claims. The revised act provisions set up procedures that are believed to fairly protect creditors, shareholders, and directors responsible for overseeing the liquidation. Revised §607.1406 and §607.1407 provide a simplified rubric for handling claims against a dissolved corporation and for making distributions to shareholders, and extend certain protections against liability if these provisions are followed. Revised §607.1406 deals with the process of resolving known claims, §607.1407 deals with the process of resolving unknown or subsequently arising claims, new §607.1408 deals with the enforcement of claims (as well as when there would be a bar to the enforcement of claims) against a dissolved corporation that has followed the provisions of §§607.1406 and 607.1407, new §607.1409 establishes procedures for court supervision of actions to handle unknown and contingent claims, and new §607.1410(2) expressly protects boards of directors that approve a distribution to shareholders in liquidation after following the requirements of these sections.
These provisions are voluntary. If the corporation does not follow these provisions, the directors can still wind up the claims in dissolution, but the directors and the shareholders will not get the certainty and protections afforded by these provisions.
• Resolution of “Known” Claims — Revised §607.1406 updates the process for disposition of known claims. A dissolved corporation may dispose of a known claim by giving notice to the holder of the known claim. If a creditor does not properly respond to the notice, the claim will be barred if the statutory requirements have been appropriately followed. Further, if the corporation rejects the claim, the creditor then has a certain time period to bring a suit to enforce the claim, and if no suit is brought, the claim will be barred, again if the statutory requirements have been appropriately followed.
A known claim is defined in §607.1406(5) as any claim that, as of the date of the written notice contemplated by this section, has matured significantly on or prior to the effective date of the dissolution to be legally capable of assertion against the dissolved corporation or if unmatured at the effective date of dissolution, if the claim will mature solely by the passage of time.
• Resolution of Other Claims — Section 607.1407 addresses possible claims that might arise long after the dissolution process is complete and the corporate assets have been distributed to shareholders. The issues often presented by these claims are problematic. On the one hand, the application of a mechanical limitation period of a claim for injury that occurs after the period has expired may involve injustice to the plaintiff. On the other hand, to permit these suits generally could make it impossible to ever complete the winding up of a corporation, make suitable provisions for creditors, and distribute the balance of the corporate assets to the corporation’s shareholders. The approach taken in §607.1407 is to continue the liability of the dissolved corporation for an arbitrary four-year period of time.
Under §607.1407, claimants have the ability within the four-year statute of limitations to have recourse to any remaining assets of the corporation or to recover from shareholders. Such recovery from each shareholder is limited to the lesser of the respective shareholder’s pro rata share of the claim or the total amount of assets received by the respective shareholder as a liquidating distribution. However, if §607.1407 is not followed, the shareholder could be liable for any claim not barred by the regular statute of limitations up to the amount of the distribution which the shareholder received in liquidation.
Revised §607.1407 allows a dissolved corporation to initiate a court proceeding to establish what, if any, provision should be made for contingent or unknown claims that are not reasonably expected to be barred after the limitations period in §607.1407(2). This provision is designed to permit the court to adopt procedures appropriate to the circumstances. If the dissolved corporation provides for security for claims under §607.1409(4), that section protects shareholders who receive distributions against those claims and also protects directors for a breach of their duty under §607.1410(1) to discharge or make reasonable provision for payment of claims, thereby protecting the directors from liability for those distributions.
The principles of §607.1406 and §607.1407 do not lengthen the statute of limitations under general state law. In other words, the applicable limitations period would end on the earlier of the four-year limitations period set forth in §607.1407 or on the date the general state law statute of limitations would end (which in many cases would be before the end of the four-year limitations period). In addition, claims that are not barred under §607.1406 and §607.1407 may be made within the general statute of limitations.
• Administrative Dissolution — Revised §607.1420, setting forth when a Florida corporation will be administratively dissolved, has been harmonized with the substance of §605.0714 of FRLLCA. Similarly, §607.1422, dealing with reinstatement of an administratively dissolved Florida corporation, has been harmonized with §605.0715 of FRLLCA, and the FBCA continues to allow reinstatement at any time after administrative dissolution. Finally, §607.1423, dealing with the judicial review of a denial of reinstatement, has been harmonized with §605.0716 of FRLLCA, and both this section and the corollary FRLLCA section (as well as §607.1532 dealing with foreign corporations) have been modified, at the request of the department, to require that lawsuits seeking to overturn the department’s denial of reinstatement for a particular corporation (or limited liability company) must be brought in Leon County.
• Judicial Dissolution, Grounds — The grounds for judicial dissolution have changed in certain respects. First, under current law, certain grounds for dissolution were only available for a corporation having 35 or fewer shareholders. That 35-shareholder limitation has been removed in revised §607.1430, although judicial dissolution is not available for shareholders in a public company. Second, the grounds for dissolution in a deadlock situation not only include situations in which irreparable injury to the corporation is threatened or being suffered, but also situations in which the business and affairs of the corporation can no longer be conducted to the advantage of the shareholders generally because of the deadlock.
• Oppression of Minority Shareholders as a Ground for Judicial Dissolution — In the bill originally presented to the legislature (and following what is included in the Model Act), oppression of minority shareholders was proposed to be included as a ground for judicial dissolution, with certain qualifications. During the legislative process, one or more legislators raised concerns about including oppression as a ground for judicial dissolution and a decision was made to remove from the bill the provisions addressing oppression as a ground for judicial dissolution. It is anticipated that the Corporations, Securities, and Financial Services Committee of the Business Law Section will consider taking this subject up again in a future bill after having more discussion among the members of the committee as well as interested litigators, legislators, and others who might have an interest in this topic.
• Deadlock Sale Provision — The revised act, in §607.1430(4), addresses the effect of a shareholders’ agreement that expressly provides a mechanism for resolving deadlock. This is a non-Model Act provision, but is consistent with the corollary provision on this topic in §605.0702 of FRLLCA. Further, language has been added in §607.0732 (dealing with unanimous agreements among shareholders that change traditional corporate norms) to make clear that provisions in shareholders’ agreements that follow the requirements of §607.0732 and provide mechanisms for how deadlocks are to be resolved or addressed are permissible, are not believed to be contrary to public policy, and as a result ought to be enforceable.
• Procedures for Judicial Dissolution — The revised act, in §607.1431(4), requires that if a petition is filed for judicial dissolution, all shareholders (other than the petitioner) must be notified that the shareholders are entitled to avoid the dissolution by electing to purchase the petitioner’s shares under certain circumstances as described in §607.1436.
• Election to Purchase Instead of Dissolution — The revised act continues to include §607.1436, which, in a proceeding under §607.1430, allows the corporation, or one or more of the shareholders, if the corporation fails to do so, to purchase the shares owned by the petitioning shareholder at fair value. However, following §14.36(g) of the Model Act, §607.1436(7) of the revised act no longer includes the right of the corporation to voluntarily dissolve in lieu of completing a purchase elected under this section based on the purchase price determined by the court. This change was made because it was determined that giving the corporation the option to purchase and then allowing it to reverse its course and dissolve would be unfair to petitioning shareholders.
This change also eliminates the concerns raised in Jones v. Pfaff, 77 So. 3d 884 (Fla. 2d DCA 2012). In that case, the court determined, in a situation in which the corporation elected not to complete its purchase of the petitioning shareholders’ shares under §607.1436, but rather elected to wind up and liquidate, that such action converted the liquidation into a voluntary dissolution and thus eliminated the jurisdiction of the court to oversee the dissolution proceeding.
Further, in §607.1436(4), the requirement that the court stay the dissolution proceeding (and thus have the court no longer providing oversight and monitoring of operations of the corporation) while determining the fair value of the shares to be purchased has been eliminated in favor of giving the court the option to do so. While it may be appropriate to stay the dissolution proceeding under many circumstances, this change leaves the court with the discretion to continue to monitor the activities of the corporation and to take other equitable actions, as it deems appropriate, and to continue the dissolution proceedings while the purchase process is being completed in those circumstances where the court determines that such oversight remains appropriate.
Finally, under §607.1436(8), if the corporation is the purchaser, then after the entry of an order for the purchase under subsection (5) of §607.1436, the petitioner becomes a creditor with respect to the corporation, but any payments to be made by the corporation, other than expenses awarded under subsection (5), falls within the definition of “distribution” under §607.06401. Subsection (8) provides that the evaluation of whether the “distribution” is permissible under the requirements of §607.06401 shall be tested at the time of the order, unless the order expressly provides that such determination shall be made at some other time, such as at the time of payment.
Article 15: Foreign Corporations
Article 15 is largely based on the substance of article 9 of FRLLCA, which deals with foreign limited liability companies. Many of these provisions are new or different from existing law. However, they reflect how these same concepts apply to limited liability companies under FRLLCA and how the Florida Department of State has historically been dealing with these issues.
• Ability to Prosecute or Maintain an Action — Consistent with the corollary section of FRLLCA, the revised act, in §607.1502(2), makes clear that a foreign corporation required to be qualified to transact business in Florida may not prosecute or continue an action in Florida until the corporation has obtained a certificate of authority, but may defend an action.
Article 16: Records and Reports
• Inspection of Records by Shareholders, Scope of Inspection Rights, and Court-Ordered Inspection — The changes to inspection rights of a shareholder made under §607.1602 are largely clarifying in nature and are not considered to be substantive. However, revised §607.1602(4) includes language allowing a corporation to impose reasonable restrictions on the disclosure, use, or distribution of, and reasonable obligations to maintain the confidentiality of, records that are provided.
• Financial Statements for Shareholders — Under existing §607.1620, a corporation was required to furnish shareholders with its annual financial report within 120 days of the close of each fiscal year. This section has been revised to follow the 2016 version of the Model Act, which requires that financial statements only be made available upon request. Further, revised §607.1620(5) allows the corporation to place reasonable confidentiality restrictions on a shareholder’s ability to distribute the annual financial statements, and allows the corporation to decline the request if the corporation determines that the request was made in bad faith or for an improper purpose.
• Other Reports to Shareholders — Existing §607.1621, which required a Florida corporation to report to shareholders as to certain matters relating to indemnification and advancement of expenses and as to when shares were issued by the corporation for promises to render future services, has been eliminated.
• Annual Report to the Department — Section 607.1622, which requires the filing of an annual report by a Florida corporation or a foreign corporation authorized to transact business in Florida, has been conformed to the annual report requirements for limited liability companies contained in §605.0212 of FRLLCA. New subsections (8), (9), (10), and (11), consistent with the corollary provisions in FRLLCA, require that the corporation must have filed an annual report before the corporation is allowed to make filings regarding mergers, share exchanges, and conversions. New subsection (12), relating to domestications, imposes the same requirements.
This column is submitted on behalf of the Business Law Section, Jacob A. Brown, chair, and Matthew Horowitz, editor.