October 18, 2005, Introduced by Reps. Marleau, Huizenga, Vander Veen, Baxter, Wenke, Taub and Tobocman and referred to the Committee on Commerce.
A bill to amend 1972 PA 284, entitled
"Business corporation act,"
by amending section 735 (MCL 450.1735), as amended by 1997 PA 118.
THE PEOPLE OF THE STATE OF MICHIGAN ENACT:
Sec. 735. (1) One or more foreign corporations may merge or
enter into a share exchange with 1 or more domestic corporations if
all of the following that apply are met:
(a) In a merger, the merger is permitted by the law of the
state or country under whose law each foreign corporation is
incorporated and each foreign corporation complies with that law in
effecting the merger. If the parent corporation in a merger
conducted pursuant to section 711 is a foreign corporation, it
shall comply, notwithstanding the provisions of the laws of its
jurisdiction
of incorporation, with all both
of the following:
(i) Section 711(2) with respect to notice to shareholders of a
domestic subsidiary corporation that is a party to the merger.
(ii) Section 712 with respect to the certificate of merger.
(iii) The applicable provisions of section 1021 or 1035
if the
foreign
corporation is authorized to transact business in this
state.
(b) In a share exchange, the corporation whose shares will be
acquired is a domestic corporation, whether or not a share exchange
is permitted by the law of the state or country under whose law the
acquiring corporation is incorporated.
(c) Each domestic corporation complies with the applicable
provisions of sections 701 through 713.
(d) Each foreign corporation authorized to transact business
in this state complies with section 1021 or 1035, as applicable.
(2) If the surviving corporation of a merger or the acquiring
corporation in a share exchange is to be governed by the laws of a
jurisdiction other than this state, it shall comply with the
provisions of this act with respect to foreign corporations if it
is to transact business in this state. The surviving corporation in
a merger is liable, and is subject to service of process in a
proceeding in this state, for the enforcement of an obligation of a
domestic corporation that is party to the merger, and in a
proceeding for the enforcement of a right of a dissenting
shareholder of a domestic corporation against the surviving
corporation.
(3) This section does not limit the power of a foreign
corporation to acquire all or part of the shares of 1 or more
classes or series of a domestic corporation through a voluntary
exchange or otherwise.