Arizona Arizona Revised Statutes
§ 10-1103 — Action on plan
ARS § 10-1103Title 10. Corporations and Associations · Ch. 11. MERGERS AND OTHER RESTRUCTURING TRANSACTIONS · Art. 1. General Provisions
Statute text
View on source10-1103. Action on plan A. Except as provided in subsection G of this section, after adopting a plan, the board of directors of a domestic corporation that is a party to or that is otherwise undertaking the transaction and, in the case of a domestic corporation whose shares will be acquired in an interest exchange, the board of directors of the corporation whose shares will be acquired in the interest exchange shall submit the plan for approval by its shareholders. B. For a plan to be approved, both: 1. The board of directors shall recommend the plan to the shareholders, unless the board of directors determines that because of a conflict of interest or other special circumstances it should not make a recommendation and communicates the basis for its determination to the shareholders with the plan. 2. The shareholders entitled to vote on the plan shall approve the plan. C. The board of directors may condition its submission of the plan on any basis. D. The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting at which the plan is to be submitted for approval in accordance with section 10-705. The notice shall state that the purpose or one of the purposes of the meeting is to consider the plan and shall contain or be accompanied by a copy or summary of the plan. E. Unless chapters 1 through 17 of this title, the articles of incorporation or the board of directors acting pursuant to subsection C of this section requires a greater vote or a vote by voting groups, the plan to be authorized shall be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group. F. Separate voting by voting groups is required: 1. On a plan, other than a plan of interest exchange, if either:
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