{"data":{"id":"us-ky/krs-271b.11-030","jurisdiction":"us-ky","citation":"KRS 271B.11-030","heading":"Action on plan.","body":"(1) After adopting a plan of merger or share exchange, the board of directors of each\ncorporation party to the merger, and the board of directors of the corporation whose\nshares will be acquired in the share exchange, shall submit the plan of merger\n(except as provided in subsection (7) of this section) or share exchange for approval\nby its shareholders.\n(2) For a plan of merger or share exchange to be approved:\n(a) The board of directors shall recommend the plan of merger or share exchange\nto the shareholders,  unless the board of directors determines that because of\nconflict of interest or other special circumstances it should make no\nrecommendation and communicates the basis for its determination to the\nshareholders with the plan; and\n(b) The shareholders entitled to vote shall approve the plan.\n(3) The board of directors may condition its submission of the proposed merger or\nshare exchange on any basis.\n(4) The corporation shall notify each shareholder, whether or not entitled to vote, of the\nproposed sharehol ders' meeting in accordance with KRS 271B.7 -050. The notice\nshall also state that the purpose, or one (1) of the purposes, of the meeting is to\nconsider the plan of merger or share exchange and contain or be accompanied by a\ncopy or summary of the plan.\n(5) Unless this chapter, the articles of incorporation, or the board of directors (acting\npursuant to subsection (3) of this section) require a greater vote or vote by voting\ngroups, the plan of merger or share exchange to be authorized shall be approved by\neach voting group entitled to vote separately on the plan by a majority of all the\nvotes entitled to be cast on the plan by that voting group.\n(6) Separate voting by voting groups shall be required:\n(a) On a plan of merger if the plan contains a provision that, if contained in a\nproposed amendment to articles of incorporation, would require action by one\n(1) or more separate voting groups on the proposed amendment under KRS\n271B.10-040; and\n(b) On a plan of share exchange by each class or series of shares i ncluded in the\nexchange, with each class or series constituting a separate voting group.\n(7) Action by the shareholders of the surviving corporation on a plan of merger shall\nnot be required if:\n(a) The articles of incorporation of the surviving corporatio n will not differ\n(except for amendments enumerated in KRS 271B.10 -020) from its articles\nbefore the merger;\n(b) Each shareholder of the surviving corporation whose shares were outstanding\nimmediately before the effective date of the merger will hold the same number\nof shares, with identical designations, preferences, limitations, and relative\nrights, immediately after;\n(c) The number of voting shares outstanding immediately after the merger, plus\nthe number of voting shares issuable as a result of the merg er (either by the\nconversion of securities issued pursuant to the merger or the exercise of rights\nand warrants issued pursuant to the merger) will not exceed by more than\ntwenty percent (20%) the total number of voting shares of the surviving\ncorporation outstanding immediately before the merger; and\n(d) The number of participating shares outstanding immediately after the merger,\nplus the number of participating shares issuable as a result of the merger\n(either by the conversion of securities issued pursuant to the merger or the\nexercise of rights and warrants issued pursuant to the merger), will not exceed\nby more than twenty percent (20%) the total number of participating shares\noutstanding immediately before the merger.\n(8) As used in subsection (7) of this section:\n(a) \"Participating shares\" means share s that entitle their holders to participate\nwithout limitation in distributions.\n(b) \"Voting shares\" means shares that entitle their holders to vote unconditionally\nin elections of directors.\n(9) After a merger or share exchange is authorized, and at any t ime before articles of\nmerger or share exchange are filed, the planned merger or share exchange may be\nabandoned (subject to any contractual rights), without further shareholder action, in\naccordance with the procedure set forth in the plan of merger or sh are exchange or,\nif none is set forth, in the manner determined by the board of directors.","path":[],"source_url":"https://apps.legislature.ky.gov/law/statutes/statute.aspx?id=13420","current_through":"Includes enactments through the 2026 Regular Session","vintage":"09/05/2026","retrieved_at":"2026-09-05T20:53:19Z","sha256":"4e77c8b495b637707c57e46fe4126fea88732be246fcfd4d5cc08b52e1d84a97","source_id":"us-ky","stale":false,"prev":"us-ky/krs-271b.11-025","next":"us-ky/krs-271b.11-040"},"notice":"GroundRules: Original legal text. Not legal advice."}