{"data":{"id":"us-vt/11a-v.s.a.-21.06","jurisdiction":"us-vt","citation":"11A V.S.A. § 21.06","heading":"Merger and share exchange","body":"(a) A plan of merger or share exchange that if effected would terminate the benefit corporation status of a corporation shall be adopted and shall become effective in accordance with chapter 11 of this title, except that:\n(1) the notice of the meeting of shareholders that will approve the plan shall include a statement from the board of directors of the reasons why the board is proposing that the surviving corporation should not be a benefit corporation and the anticipated effect on the shareholders of the surviving corporation ceasing to be a benefit corporation; and\n(2) the plan shall be approved by the higher of:\n(A) the vote required by the articles of incorporation; or\n(B) two-thirds of the votes entitled to be cast by the outstanding shares of the corporation, provided that if any class of shares is entitled to vote as a group, approval shall also require the affirmative vote of the holders of at least two-thirds of the votes entitled to be cast by the outstanding shares of each voting group.\n(b) If a corporation that is not a benefit corporation is a party to a plan of merger or share exchange in which the surviving corporation is a benefit corporation, the plan of merger shall be adopted and shall become effective in accordance with chapter 11 of this title, except that:\n(1) the notice of the meeting of shareholders that will approve the plan shall include a statement from the board of directors of the reasons why the board is proposing that the surviving corporation should become a benefit corporation and the effect on the shareholders of the surviving corporation becoming a benefit corporation; and\n(2) the plan shall be approved in the case of the corporation that is not a benefit corporation by the higher of:\n(A) the vote required by the articles of incorporation; or\n(B) two-thirds of the votes entitled to be cast by the outstanding shares of the corporation, provided that if any class of shares is entitled to vote as a group, approval shall also require the affirmative vote of the holders of at least two-thirds of the votes entitled to be cast by the outstanding shares of each voting group.","path":["Title 11A: Vermont Business Corporations","Chapter 021: Benefit Corporations"],"source_url":"https://legislature.vermont.gov/statutes/fullchapter/11A/021","current_through":"2025 session","vintage":"","retrieved_at":"2026-09-05T16:11:27Z","sha256":"e3cef5e0838941330f6efd41250e4c1ff0f9a485826f6693bdbb5713ac9dca35","source_id":"us-vt","stale":false,"prev":"us-vt/11a-v.s.a.-21.05","next":"us-vt/11a-v.s.a.-21.07"},"notice":"GroundRules: Original legal text. Not legal advice."}