HB 1715 - Under current law, stock certificates must be signed by certain officers of the corporation and bear the corporate seal. This act allows a corporation to establish other practices if provided in the articles of incorporation or bylaws. Under current law, expenses incurred in defending civil and criminal actions may be paid by the corporation under certain situations. This act allows corporations to pay expenses incurred in defending administrative and investigative actions.
This act modifies the process for appraisal rights for shareholders of a corporation which is a party to a merger or consolidation. Under current law, a shareholder who fails to demand payment for shares within 20 days after the merger or consolidation is effected, consents to the merger or consolidation. Under the act, the shareholder must also fail to file a written objection at the meeting where the merger or consolidation was voted upon and vote in favor of the merger or consolidation in order to consent to the merger or consolidation.
Notice stating the purpose for which the shareholder meeting is called shall be given to each shareholder owning stock when the plan of merger or consolidation is submitted to a vote at the meeting, whether or not the shareholder holds voting shares.
CHRIS HOGERTY