HB 282 -- CORPORATE MERGER

This bill clarifies that a vote of shareholders is not required
for a holding company reorganization under Section 351.448,
RSMo, unless the corporation's articles of incorporation
expressly require a vote with a specific reference to the
section.

HB 282 -- CORPORATE MERGER (Clayton)

This bill clarifies that a vote of shareholders is not required
for a holding company reorganization under Section 351.448
unless the corporation's articles of incorporation expressly
require a vote with a specific reference to the section.

FISCAL NOTE:  No impact on state funds.

HB 282 -- CORPORATE MERGER

SPONSOR:  Clayton

COMMITTEE ACTION:  Voted "do pass by consent" by the Committee
on Judiciary by a vote of 17 to 0.

This bill clarifies that a vote of shareholders is not required
for a holding company reorganization under Section 351.448
unless the corporation's articles of incorporation expressly
require a vote with a specific reference to the section.

FISCAL NOTE:  No impact on state funds.

PROPONENTS:  Supporters say that this bill is necessary to make
a minor clarification to the statute authorizing a merger
between a domestic corporation and its wholly owned subsidiary
without a shareholder vote.

Testifying for the bill were Representative Clayton; and Leggett
and Platt, Inc.

OPPONENTS:  There was no opposition voiced to the committee.

Katharine Hickel Barondeau, Legislative Analyst

HB 282 -- Corporate Merger

Sponsor:  Clayton

This bill clarifies that a vote of shareholders is not required
for a holding company reorganization under Section 351.448
unless the corporation's articles of incorporation expressly
require a vote with a specific reference to the section.