Title 17 — Title 17 — Corporations, Partnerships And Associations

Short title. This act shall be known and may be cited as the "Wyoming Management Stability Act".

Definitions. (a) The definitions used in the Wyoming Business Corporations Act (W.S. 17-16-101 through 17-16-1810) shall apply to this act unless inconsistent with the definitions in this section. (b) As used in this act: (i) "Affiliate" means a person that directly, or indirectl…

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 a…

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…

provisions. Option; shareholder takeover protection (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 no…

Statement; consent to service of process; filing fee; copy to target company. (a) The offeror, before making a takeover offer, shall file with the secretary of state a statement in compliance with subsection (b) of this section and a consent to service of process. The offeror sha…

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 …

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…

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 clas…

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…

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 a…

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 carr…

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 t…

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 thi…

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 …

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 direct…

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 o…

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 mee…

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. 1…

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 limit…

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 t…

Protection provisions; applicability; defined. (a) A qualified corporation may, if its articles of incorporation authorize it to utilize the bondholder protection provisions of this act, utilize any of the provisions set forth in subsection (b) of this section. These protections …

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 protec…

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 effect…

provisions. Limitations of the bondholder protection (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 in…

Bondholder definition. The term bondholder shall include the owners of any debt instrument to which bondholder protections are extended.

allowed. Additional bondholder protection provisions 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.

(a) Definitions. As used in this article: (i) "Acquiring person" means a person who makes or proposes to make a control share acquisition. If two (2) or more persons act as a partnership, limited partnership, syndicate or other group pursuant to any agreement, arrangement, relati…

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 confe…

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 issu…

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 corporati…

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 sha…

(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 …

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 a…

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 vot…

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 issui…

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 directo…

Conflict of laws. If a provision of this act conflicts with another provision of the Wyoming Business Corporation Act, the provision of this act controls.

Prohibition against waivers. A condition, stipulation or other provision in an agreement or transaction between any shareholders of a corporation that purports to waive compliance with or the rights afforded stockholders under this act is void.