SB363 adds share exchange transactions to Alabama corporate law, letting one company acquire all outstanding shares of another by exchanging shares or other consideration under a formal plan.
It allows a corporation to acquire all outstanding shares of another corporation's classes or series through a share exchange, subject to board approval and, if required, shareholder approval. The plan of exchange must name the acquiring and target companies, spell out the terms, and describe how shares will be exchanged for shares, other securities, cash, or property. The plan may include additional provisions or amendments to the surviving corporation's articles and other related terms, and it does not limit other ways to acquire shares through voluntary exchange or other means. The act becomes effective immediately after the Governor signs it into law.
Delivered to Governor at 11:30 p.m. on May 16, 2012
Assigned Act No. 2012-563.
Enrolled
Signature Requested
Passed Second House
Motion to Read a Third Time and Pass adopted Roll Call 1587
Third Reading Passed
Read for the second time and placed on the calendar
Read for the first time and referred to the House of Representatives committee on Commerce and Small Business
Motion to Read a Third Time and Pass adopted Roll Call 711
Third Reading Passed
Read for the second time and placed on the calendar
Read for the first time and referred to the Senate committee on Judiciary
Source: Alabama Legislature