Title 14, Chapter 2, Section 1102
( 14-2-1102)
(a) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation through a share exchange if the board of directors of each corporation adopts and its shareholders (if required by Code Section 14-2-1103) approve the share exchange. (b) The plan of share exchange must set forth: (1) The name of the corporation whose shares will be acquired and
the name of the acquiring corporation; (2) The terms and conditions of the share exchange; (3) The manner and basis of exchanging the shares to be acquired
for shares, obligations, or other securities of the acquiring or
any other corporation or for cash or other property in whole or in
part. (c) The plan of share exchange may set forth other provisions
relating to the share exchange. (d) This Code section does not limit the power of a corporation to
acquire all or part of the shares of one or more classes or series
of another corporation through a voluntary exchange of shares or
otherwise. |