351.830. Merger--share exchange--sale of assets. - Missouri Statutes

Merger--share exchange--sale of assets.

351.830. 1. A plan of merger or consolidation:

(1) That if effected would terminate statutory closecorporation status shall be approved by the holders of at leasttwo-thirds of the votes of each class or series of shares of thestatutory close corporation, voting as separate classes orseries, whether or not the holders are otherwise entitled tovote on the plan;

(2) That if effected would create the surviving corporationas a statutory close corporation shall be approved by theholders of at least two-thirds of the votes of each class orseries of shares of the surviving corporation, voting asseparate classes or series, whether or not the holders areotherwise entitled to vote on the plan.

2. A sale, lease, exchange, or other disposition of all orsubstantially all of the property, with or without the goodwill,of a statutory close corporation, if not made in the usual andregular course of business, shall be approved by the holders ofat least two-thirds of the votes of each class or series ofshares of the corporation, voting as separate classes or series,whether or not the holders are otherwise entitled to vote on thetransaction.

(L. 1990 H.B. 1432)