Kentucky Statutes 271B.11-020 – Share exchange
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(1) A corporation may acquire all of the outstanding shares of one (1) or more classes or series of another corporation if the board of directors of each corporation adopts and its shareholders (if required by KRS § 271B.11-030) approve the exchange.
(2) The plan of exchange shall set forth:
(a) The name of the corporation whose shares will be acquired and the name of the acquiring corporation;
(b) The terms and conditions of the exchange; and
(c) The manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring or any other corporation or for cash or other property in whole or part.
(3) The plan of exchange may set forth other provisions relating to the exchange.
(4) This section shall not limit the power of a corporation to acquire all or part of the shares of one (1) or more classes or series of another corporation through a voluntary exchange or otherwise.
Effective: January 1, 1989
History: Created 1988 Ky. Acts ch. 23, sec. 115, effective January 1, 1989.
(2) The plan of exchange shall set forth:
Terms Used In Kentucky Statutes 271B.11-020
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: may extend and be applied to any corporation, company, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
(a) The name of the corporation whose shares will be acquired and the name of the acquiring corporation;
(b) The terms and conditions of the exchange; and
(c) The manner and basis of exchanging the shares to be acquired for shares, obligations, or other securities of the acquiring or any other corporation or for cash or other property in whole or part.
(3) The plan of exchange may set forth other provisions relating to the exchange.
(4) This section shall not limit the power of a corporation to acquire all or part of the shares of one (1) or more classes or series of another corporation through a voluntary exchange or otherwise.
Effective: January 1, 1989
History: Created 1988 Ky. Acts ch. 23, sec. 115, effective January 1, 1989.