180.0630 Preemptive rights.

379 words·~2 min read·/wi/chapter-180/180-0630-2

A research copy — for the controlling text, always check the official state or federal source. Not legal advice.

(1)In this section, “other securities” has the meaning given in s. 180.0627

(a).

(2)Except as provided in sub.

(7), the shareholders or holders of other securities of a corporation do not have a preemptive right to acquire the corporation’s unissued shares or other securities except to the extent provided in the articles of incorporation. If the articles of incorporation state that “the corporation elects to have preemptive rights”, or words of similar meaning, subs.

(3)to

(6)govern the preemptive rights, except to the extent that the articles of incorporation expressly provide otherwise.

(3)Except as provided in sub.

(5), the shareholders or holders of other securities of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation’s unissued shares or other securities upon the decision of the board of directors to issue the shares or other securities, subject to the following conditions:

(a)Holders of shares or other securities with general voting rights have preemptive rights with respect to shares and other securities of any class with general voting rights.

(b)Holders of shares or other securities without preferential rights to distributions or assets have preemptive rights with respect to shares and other securities of any class without preferential rights to distributions or assets, except that holders of shares or other securities without general voting rights have no preemptive rights with respect to shares or other securities of any class with general voting rights.

(4)A shareholder or holder of other security may waive his or her preemptive right. A written waiver is irrevocable even if it is not supported by consideration.

(5)There is no preemptive right with respect to any of the following:

(a)Shares or other securities issued as compensation to directors, officers or employees of the corporation or its affiliates.

(b)Shares or other securities issued to satisfy conversion or option rights created to provide compensation to directors, officers or employees of the corporation or its affiliates.

(c)Shares or other securities authorized in articles of incorporation that are issued within 6 months from the effective date of incorporation.