Vermont Statutes Title 11 Sec. 20-10
Terms Used In Vermont Statutes Title 11 Sec. 20-10
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Shareholder: means the person in whose name shares are registered in the records of a corporation or upon presentation for registration are entitled to be registered in the records of a corporation. See
- Voting group: means all shares of one or more classes or series that under the articles of incorporation or this title are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See
§ 20.10. Merger or consolidation
(a) A plan of merger that if effected would terminate the close corporation status of a corporation shall be approved by a vote of at least two-thirds of the votes of the outstanding shares of such corporation, provided that if any class of shares is entitled to vote as a group, the plan of merger or consolidation shall be approved by the affirmative vote of the holders of at least two-thirds of the outstanding shares of each voting group and the affirmative vote of the holders of at least two-thirds of the total outstanding shares.
(b) A plan of merger that if effected would create the surviving corporation as a close corporation shall be approved by a vote of at least two-thirds of the votes of the outstanding shares of each close corporation, provided that if any class of shares of any such corporation is entitled to vote as a group, the plan of merger or consolidation shall be approved by the affirmative vote of the holders of at least two-thirds of the outstanding shares of each voting group and the affirmative vote of the holders of at least two-thirds of the total outstanding shares.
(c) If the plan of merger is approved by the required vote, any shareholder who voted against the plan shall be entitled to assert dissenters’ rights as provided in sections 13.01 through 13.28 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)