130th Ohio General Assembly
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S. B. No. 110  As Introduced
As Introduced

124th General Assembly
Regular Session
2001-2002
S. B. No. 110


SENATOR Johnson



A BILL
To amend sections 1701.15, 1701.16, 1701.17, 1701.35,1
1701.59, 1701.70, and 1701.75 of the Revised Code2
relative to the authority of a corporation to3
issue option rights or securities having4
conversion or option rights with respect to5
shares, the acts of a director of a corporation6
relating to an acquisition or potential or7
proposed acquisition of control of the8
corporation, and the general duties of a director9
of a corporation.10


BE IT ENACTED BY THE GENERAL ASSEMBLY OF THE STATE OF OHIO:

       Section 1. That sections 1701.15, 1701.16, 1701.17, 1701.35,11
1701.59, 1701.70, and 1701.75 of the Revised Code be amended to12
read as follows:13

       Sec. 1701.15.  (A) The shareholders of a corporation do not14
have a pre-emptive right to acquire the corporation's unissued15
shares except to the extent the articles so provide. If the16
articles provide that the holders of the shares of any class,17
other than shares that are limited as to dividend or distribution18
rate and liquidation price, have pre-emptive rights, those19
holders, upon the offering or sale for cash of shares of the same20
class, shall have the right, during a reasonable time and on21
reasonable terms fixed by the directors, to purchase the shares in22
proportion to their respective holdings of shares of such class,23
at a price fixed as provided in this chapter, unless the shares24
offered or sold are in any of the following categories:25

       (1) Treasury shares;26

       (2) Issued as a share dividend or distribution;27

       (3) Issued or agreed to be issued for considerations other28
than money;29

       (4) Issued or agreed to be issued upon exercise of options30
granted option rights or conversion rights issued and authorized31
in accordance with section 1701.16 of the Revised Code;32

       (5) Issued or agreed to be issued upon conversion of33
convertible shares authorized in the articles, or upon exercise of34
conversion rights conferred and authorized in accordance with35
section 1701.22 of the Revised Code;36

       (6) Offered to shareholders in satisfaction of their37
pre-emptive rights and not purchased by such those shareholders,38
and thereupon issued or agreed to be issued for a consideration39
not less than that at which the shares were so offered to such40
those shareholders, less reasonable expenses, compensation, or41
discount paid or allowed for the sale, underwriting, or purchase42
of the shares, unless by the affirmative vote or written order of43
the holders of two-thirds of the shares otherwise entitled to the44
pre-emptive rights, the pre-emptive rights are restored as to any45
of the shares not previously issued or agreed to be issued;46

       (7) Released from pre-emptive rights by the affirmative vote47
or written consent of the holders of two-thirds of the shares48
entitled to the pre-emptive rights. Any such vote or consent49
shall be entered in the records of the corporation and shall be50
binding on all shareholders and their transferees for the time51
specified in the vote or consent up to but not exceeding one year,52
and shall protect all persons who within that time acquire the53
shares or options on or conversion or other rights with respect to54
the shares so released;55

       (8) Released from pre-emptive rights by the affirmative vote56
or written consent of the holders of a majority of the shares57
entitled to the pre-emptive rights, for offering and sale, or the58
grant of options issuance of option rights or securities having59
conversion or option rights with respect thereto to those shares,60
to any or all employees of the corporation or of subsidiary61
corporations or to a trustee on their behalf, under a plan adopted62
or to be adopted by the directors for that purpose.63

       (B) No action shall be brought upon any cause of action64
arising under division (A) of this section at any time after two65
years from the day on which a written notice or other66
communication is given or mailed to each shareholder having the67
cause of action informing the shareholder of the transaction68
giving rise to the cause of action, and no action shall in any69
event be brought upon any cause of action of that nature at any70
time after four years from the day on which the cause of action71
arose, or from the effective date of this provision, whichever is72
the later.73

       (C) The provisions of division (A) of this section as they74
existed prior to the effective date of this amendment March 17,75
2000, shall continue to apply to any corporation incorporated76
prior to the effective date of this amendment March 17, 2000,77
until the shareholders of the corporation adopt an amendment to78
its articles expressly providing that the provisions of division79
(A) of this section that take effect on the effective date of this80
amendment March 17, 2000, apply to the corporation or amended81
articles of incorporation.82

       Sec. 1701.16.  (A) Unless the articles otherwise provide, a83
corporation by its directors may grant options to subscribe for or84
create and issue option rights or securities having conversion or85
option rights that entitle the holders of the securities to86
purchase or acquire shares of any authorized class, option rights,87
securities having conversion or option rights, or obligations, of88
any class or series, or assets of the corporation, or to purchase89
or acquire from the corporation shares, option rights, securities90
having conversion or option rights, or obligations, of any class91
or series, owned by the corporation and issued by any other92
person, at the times and on the terms that are set forth in the93
securities, or in the contracts, warrants, or other instruments94
that evidence the options, which evidencing those option rights,95
securities having conversion or option rights, or obligations.96
Those contracts, warrants, or other instruments may be97
transferable or nontransferable and may be separable or98
inseparable from securities, upon the following conditions:99

       (1) If the shares are subject to preemptive pre-emptive100
rights and if the options option rights or securities having101
conversion or option rights are not granted issued to shareholders102
in satisfaction of their preemptive pre-emptive rights, the103
granting issuance of the options must option rights or securities104
having conversion or option rights shall be authorized by the vote105
or consent of the shareholders or holders of shares of particular106
classes that then would be required to waive or release such107
preemptive those pre-emptive rights. The vote or consent shall108
release the preemptive pre-emptive rights to the shares required109
to satisfy the options option or conversion rights if and when110
exercised.111

       (2) If, at the time of granting issuing the options option112
rights or securities having conversion or option rights, the113
corporation does not have authorized and unissued shares114
sufficient to satisfy the options option or conversion rights if115
and when exercised, the granting issuance of the options must116
option rights or securities having conversion or option rights117
shall be authorized by the vote of the shareholders or holders of118
shares of particular classes that then would be required to adopt119
an amendment to the articles for the purpose of increasing the120
authorized number of such those shares, and the. The shares121
required to be issued upon the exercise of the options option or122
conversion rights shall be provided by an amendment concurrently123
or thereafter adopted by the shareholders or the directors.124

       (B)(1) The securities, contracts, warrants, or other125
instruments that evidence the options evidencing any option126
rights, securities having conversion or option rights, or127
obligations of a corporation may contain any terms not repugnant128
to law that are fixed by the board of directors for the protection129
of the holders of the options option rights, securities having130
conversion or option rights, or obligations of the corporation,131
including, but not limited to, the following:132

       (a) Restrictions upon the authorization or issuance of133
additional shares, option rights, securities having conversion or134
option rights, or obligations;135

       (b) Provisions for the adjustment of the conversion or136
option rights price;137

       (c) Provisions concerning rights or adjustments in the event138
of reorganization, merger, consolidation, or sale of the entire139
assets of the corporation, exchange of shares, or other140
fundamental changes;141

       (d) Provisions for the reservation of authorized but142
unissued shares or other securities to satisfy the options option143
or conversion rights;144

       (e) Restrictions upon the declaration or payment of145
dividends or distributions or related party transactions;146

       (f) Conditions on the exercise of the options, including,147
but not limited to, subject to the limitation specified in148
division (B)(2) of this section, conditions that preclude the149
holder or holders of at least or limit any person or persons150
owning or offering to acquire a specified number or percentage of151
the outstanding common shares, other shares, option rights,152
securities having conversion or option rights, or obligations of a153
the corporation or any transferee or transferees of the person or154
persons from exercising the options, converting, transferring, or155
receiving the shares, option rights, securities having conversion156
or option rights, or obligations of the corporation, including157
conditions that limit or condition the right of directors who are158
not disinterested directors, as defined in division (C)(2)(c) of159
section 1701.59 of the Revised Code, to modify or redeem the160
shares, option rights, securities having conversion or option161
rights, or obligations.162

       (2) The express or implied authority conferred by division163
(B)(1) of this section or any other section of this chapter for164
securities, contracts, warrants, or other instruments that165
evidence options evidencing option rights, securities having166
conversion or option rights, or obligations of a corporation to167
contain a condition on the exercise of options that precludes the168
holder or holders of at least a specified number or percentage of169
the outstanding common shares of a corporation from exercising170
options as described in division (B)(1)(f) of this section shall171
apply only to the following:172

       (a) A corporation that has issued and outstanding shares173
listed on a national securities exchange or regularly quoted in an174
over-the-counter market by one or more members of a national or175
affiliated securities association;176

       (b) A corporation that has adopted a close corporation177
agreement pursuant to which options option rights or securities178
having conversion or option rights are granted issued, if the179
securities, contracts, warrants, or other instruments that180
evidence the options evidencing the option rights, securities181
having conversion or option rights, or obligations of the182
corporation contain a condition that precludes the holder or183
holders of at least a specified number or percentage of the184
outstanding common shares of that corporation from exercising the185
options as described in division (B)(1)(f) of this section.186

       (C) As used in this section, "securities" includes187
obligations and shares of the corporation.188

       Sec. 1701.17.  A corporation by its directors, upon such any189
terms as that it may impose, may provide and carry out plans for190
the offering or sale, or the grant of options issuance of option191
rights or securities having conversion or option rights, to192
employees of the corporation or of subsidiary corporations, or to193
a trustee on their behalf, during the period of their employment194
or other period, of, or with respect to, any unissued shares,195
treasury shares, or shares to be purchased, which. Those plans196
may provide for the payment for such shares at one time or in197
installments, or for the establishment of special funds in which198
employees may participate. Shares otherwise subject to pre-emptive199
rights may be offered or sold under such those plans only when200
released from pre-emptive rights.201

       Sec. 1701.35.  (A) A corporation by its directors may202
purchase shares of any class issued by it, in any of the following203
instances:204

       (1) When the articles authorize the redemption of such those205
shares and do not prohibit such purchase;206

       (2) To collect or compromise a debt, claim, or controversy207
in good faith;208

       (3) From a subscriber whose shares have not been paid for in209
full, or in settlement or compromise of a subscription;210

       (4) For offering and sale, or the grant of options issuance211
of option rights or securities having conversion or option rights212
with respect thereto to those shares, to any or all of the213
employees of the corporation or of subsidiary corporations or to a214
trustee on their behalf, under any plan adopted or to be adopted215
by the directors for that purpose;216

       (5) From a person who has purchased such those shares from217
the corporation under an agreement reserving to the corporation218
the right to repurchase or obligating it to repurchase;219

       (6) To avoid the issuance of or to eliminate fractional220
shares;221

       (7) When the articles in substance provide that the222
corporation shall have a right to repurchase if and when any223
shareholder desires to, or on the happening of any event is224
required to, sell such those shares;225

       (8) From a shareholder who by reason of dissent is entitled226
to be paid the fair cash value of his the shareholder's shares;227

       (9) When authorized by the shareholders at a meeting called228
for such purpose, by the affirmative vote of the holders of229
two-thirds of the shares of each class, regardless of limitations230
or restrictions in the articles on the voting rights of the shares231
of any such class, or if the articles so provide or permit, a232
greater or lesser proportion, but not less than a majority, of the233
shares of any class;234

       (10) When authorized by the articles or by such vote or235
consent of holders of such proportion of shares, though less than236
a majority, of any one or more classes as is provided in the237
articles.238

       (B) A corporation shall not purchase its own shares except239
as provided in this section, nor shall a corporation purchase or240
redeem its own shares if immediately thereafter its assets would241
be less than its liabilities plus its stated capital, if any, or242
if the corporation is insolvent, or if there is reasonable ground243
to believe that by such purchase or redemption it would be244
rendered insolvent.245

       (C) Shares issued by a corporation which that owns or246
controls shares entitling it to elect a majority of the directors247
of another corporation may be purchased by such last mentioned248
corporation only when and if such those shares could be purchased249
by the issuing corporation pursuant to division (A)(9) or (10) of250
this section.251

       Sec. 1701.59.  (A) Except where the law, the articles, or252
the regulations require action to be authorized or taken by253
shareholders, all of the authority of a corporation shall be254
exercised by or under the direction of its directors. For their255
own government, the directors may adopt bylaws that are not256
inconsistent with the articles or the regulations. The selection257
of a time frame for the achievement of corporate goals shall be258
the responsibility of the directors.259

       (B) A director shall perform the director's duties as a260
director, including the duties as a member of any committee of the261
directors upon which the director may serve, in good faith, in a262
manner the director reasonably believes to be in or not opposed to263
the best interests of the corporation, and with the care that an264
ordinarily prudent person in a like position would use under265
similar circumstances. In performing a director's duties, a266
director is entitled to rely on information, opinions, reports, or267
statements, including financial statements and other financial268
data, that are prepared or presented by any of the following:269

       (1) One or more directors, officers, or employees of the270
corporation who the director reasonably believes are reliable and271
competent in the matters prepared or presented;272

       (2) Counsel, public accountants, or other persons as to273
matters that the director reasonably believes are within the274
person's professional or expert competence;275

       (3) A committee of the directors upon which the director276
does not serve, duly established in accordance with a provision of277
the articles or the regulations, as to matters within its278
designated authority, which committee the director reasonably279
believes to merit confidence.280

       (C) For purposes of division (B) of this section, the281
following apply:282

       (1) A director shall not be found to have violated the283
director's duties under division (B) of this section unless it is284
proved by clear and convincing evidence that the director has not285
acted in good faith, in a manner the director reasonably believes286
to be in or not opposed to the best interests of the corporation,287
or with the care that an ordinarily prudent person in a like288
position would use under similar circumstances, in any action289
brought against a director, including actions involving or290
affecting any of the following:291

       (a) A change or potential change in control of the292
corporation, including a determination to resist a change or293
potential change in control made pursuant to division (F)(7) of294
section 1701.13 of the Revised Code or a decision not to redeem295
any rights under, or to modify or render inapplicable, any296
shareholder rights plan, including, but not limited to, a plan297
adopted with the conditions described in division (B)(1)(f) of298
section 1701.16 of the Revised Code;299

       (b) A termination or potential termination of the director's300
service to the corporation as a director;301

       (c) The director's service in any other position or302
relationship with the corporation;303

       (d) A decision not to render inapplicable, or to make304
determinations under, the provisions of Chapter 1704. or section305
1701.831 of the Revised Code or any other provisions in Title XVII306
of the Revised Code that relate to or affect acquisitions of307
control or potential or proposed acquisitions of control of the308
corporation;309

        (e) A decision not to act as a director solely because of310
the effect that action may have on an acquisition of control or311
potential or proposed acquisition of control of the corporation or312
on the consideration that may be offered or paid to shareholders313
in that acquisition or potential or proposed acquisition.314

       (2)(a) In the absence of a breach of fiduciary duty, lack of315
good faith, or self-dealing, any act of a director is presumed to316
be in the best interests of the corporation. In assessing whether317
the standards set forth in division (B) of this section have been318
satisfied, there shall not be any greater obligation to justify,319
or higher burden of proof with respect to, any act as a director320
relating to or affecting an acquisition of control or potential or321
proposed acquisition of control of the corporation than is applied322
to any other act as a director.323

       (b) Notwithstanding division (C)(2)(a) of this section, any324
act of a director relating to or affecting an acquisition of325
control or potential or proposed acquisition of control of the326
corporation to which a majority of the disinterested directors of327
the corporation have assented is presumed to satisfy the standards328
set forth in division (B) of this section, unless it is proved by329
clear and convincing evidence that the disinterested directors did330
not assent to that act in good faith after reasonable331
investigation. 332

       (c) As used in division (C)(2) of this section and for no333
other purpose, subject to division (C)(2)(d) of this section,334
"disinterested director" means a director of a corporation other335
than any of the following:336

       (i) A director who has a direct or indirect financial or337
other interest in the person acquiring or seeking to acquire338
control of the corporation or who is an affiliate or associate of,339
as defined in section 1704.01 of the Revised Code, or was340
nominated or designated as a director by, a person acquiring or341
seeking to acquire control of the corporation;342

       (ii) Depending upon the specific facts surrounding the343
director and the act under consideration, an officer or employee344
or a former officer or employee of the corporation.345

       (d) For purposes of division (C)(2)(c) of this section, a346
person shall not be considered as other than a disinterested347
director solely by reason of any or all of the following:348

       (i) The ownership by the director of shares of the349
corporation;350

       (ii) The receipt by the director as a holder of any shares351
of a class or series of any distribution made to all owners of352
shares of that class or series;353

       (iii) The receipt by the director of director's fees or354
other consideration as a director;355

       (iv) Any interest that the director may have in retaining356
the status or position of director;357

       (v) The former business or employment relationship of the358
director with the corporation;359

       (vi) The receipt of, or the right to receive, retirement or360
deferred compensation from the corporation due to service as361
director, officer, or employee of the corporation.362

       (3) A director shall not be considered to be acting in good363
faith if the director has knowledge concerning the matter in364
question that would cause reliance on information, opinions,365
reports, or statements that are prepared or presented by the366
persons described in divisions (B)(1) to (3) of this section to be367
unwarranted.368

       (3)(4) Nothing contained in this division (C) of this369
section limits relief available under section 1701.60 of the370
Revised Code.371

       (D) A director shall be liable in damages for any action372
that the director takes or fails to take as a director only if it373
is proved by clear and convincing evidence in a court of competent374
jurisdiction that the director's action or failure to act involved375
an act or omission undertaken with deliberate intent to cause376
injury to the corporation or undertaken with reckless disregard377
for the best interests of the corporation. Nothing contained in378
this division affects the liability of directors under section379
1701.95 of the Revised Code or limits relief available under380
section 1701.60 of the Revised Code. This division does not apply381
if, and only to the extent that, at the time of a director's act382
or omission that is the subject of complaint, the articles or the383
regulations of the corporation state by specific reference to this384
division that the provisions of this division do not apply to the385
corporation.386

       (E) For purposes of this section, a director, in determining387
what the director reasonably believes to be in the best interests388
of the corporation, shall consider the interests of the389
corporation's shareholders and, in the director's discretion, may390
consider any of the following:391

       (1) The interests of effects of any action upon any or all392
groups affected by that action, including the corporation's393
employees, suppliers, creditors, and customers;394

       (2) The economy of the state and nation;395

       (3) Community and societal considerations;396

       (4) The long-term as well as short-term interests of the397
corporation and its shareholders, including the benefits that may398
accrue to the corporation from its long-term plans and the399
possibility that these interests may be best served by the400
continued independence of the corporation;401

       (5) The past, stated, and potential resources, intent, and402
conduct of any person seeking to acquire control of the403
corporation;404

       (6) All other pertinent factors.405

       (F) In determining the best interests of a corporation or the406
effects of any action, a director shall not be required to regard407
any corporate interest or the interests of any particular group408
affected by that action as a dominant or controlling interest or409
factor. The consideration of interests and factors in the manner410
described in this division and division (E) of this section does411
not constitute a violation of the duties of a director under412
division (B) of this section.413

       (G)(1) The duties of a director under division (B) of this414
section are solely to the corporation and may be enforced directly415
by the corporation or may be enforced by a shareholder, as such,416
by an action in the right of the corporation. Those duties may417
not be enforced directly by a shareholder or by any other person418
or group.419

       (2) Notwithstanding division (G)(1) of this section,420
divisions (E) and (F) of this section do not impose upon a421
director any legal or equitable duties, obligations, or422
liabilities or create any right or cause of action against, or423
basis for standing to sue, a director.424

       (H) Nothing contained in division (C) or (D) of this section425
affects the duties of either of the following:426

       (1) A director who acts in any capacity other than the427
director's capacity as a director;428

       (2) A director of a corporation that does not have issued429
and outstanding shares that are listed on a national securities430
exchange or are regularly quoted in an over-the-counter market by431
one or more members of a national or affiliated securities432
association, who votes for or assents to any action taken by the433
directors of the corporation that, in connection with a change in434
control of the corporation, directly results in the holder or435
holders of a majority of the outstanding shares of the corporation436
receiving a greater consideration for their shares than other437
shareholders.438

       (I) Except as otherwise expressly provided in this section,439
the articles and regulations may not contain any provision that440
relaxes, restricts, is inconsistent with, or supersedes any441
provision of this section.442

       Sec. 1701.70.  (A) If initial directors are not named in the443
articles, before subscriptions to shares have been received and444
before the incorporators have elected directors, the incorporators445
may adopt an amendment to the articles by a writing signed by446
them. If initial directors are named in the articles, or if the447
incorporators have elected directors and have not received448
subscriptions, then before subscriptions to shares have been449
received, the directors may adopt an amendment to the articles.450

       (B) The directors may adopt an amendment to the articles in451
the following cases:452

       (1) When and to the extent authorized by the articles, the453
directors may adopt an amendment determining, in whole or in part,454
the express terms, within the limits set forth in this chapter, of455
any class of shares before the issuance of any shares of that456
class, or of one or more series within a class before the issuance457
of shares of that series.458

       (2) When the corporation has issued shares or obligations459
convertible into shares of the corporation or has granted options460
issued option rights or securities having conversion or option461
rights with respect to the purchase or acquisition of any shares,462
and the conversion or option rights are set forth in the articles463
or have been approved by the same vote of shareholders as, at the464
time of the approval, would have been required to amend the465
articles to authorize the shares required for that purpose, and466
the corporation does not have sufficient authorized but unissued467
shares to satisfy those conversion or option rights, the directors468
may adopt an amendment to authorize the shares.469

       (3) Whenever shares of any class have been redeemed, or have470
been surrendered to or acquired by the corporation upon471
conversion, exchange, purchase, or otherwise, the directors may472
adopt an amendment to reduce the authorized number of shares of473
the class by the number so redeemed, surrendered, or acquired; and474
when all of the authorized shares of a class have been redeemed or475
surrendered to or acquired by the corporation, the directors may476
adopt an amendment to eliminate from the articles all references477
to the shares of the class and to make other appropriate changes478
that are required by the elimination.479

       (4) When articles have been amended and any change of issued480
or unissued shares provided for in the amendment or amended481
articles has become effective, the directors may adopt an482
amendment to eliminate from the articles all references to the483
change of shares and to make any other appropriate changes that484
are required by the elimination; however, an amendment to the485
articles that is so adopted by the directors shall contain a486
statement with respect to the authorized number and the par value,487
if any, of the shares of each class.488

       (5) After a merger or consolidation, in which the surviving489
or new corporation is a domestic corporation, becomes effective,490
the directors may adopt an amendment:491

       (a) To eliminate from the articles any statement or492
provision pertaining exclusively to the merger or consolidation,493
or that was required to be set forth in the agreement of merger or494
consolidation and that would not be required in original articles495
or amendments to articles filed at the time the statement or496
provision was adopted;497

       (b) To make any other appropriate changes required by that498
elimination.499

       An amendment to the articles adopted by the directors under500
division (B)(5) of this section need not contain or continue any501
statement with respect to the amount of stated capital.502

       (C) If a vote on the adoption of an amendment is required by503
division (B)(4) of section 1701.71 of the Revised Code, any504
amendment to the articles adopted pursuant to division (B) of this505
section that creates a class or series of shares the express terms506
of which provide for the convertibility of the shares into shares507
of another class shall also require the approval of the holders,508
voting as a class, of any issued and outstanding shares into which509
the shares may be converted.510

       Sec. 1701.75.  (A) A corporation, a plan of reorganization511
of which shall have been confirmed by the decree or order of a512
court of competent jurisdiction pursuant to the provisions of any513
applicable statute of the United States relating to reorganization514
of corporations, may put into effect and carry out the plan and515
the decrees and orders of the court relative thereto to the plan,516
and may take any proceeding and do any act provided in the plan or517
directed by such decrees and orders, without further action by its518
directors or shareholders. Such That authority may be exercised,519
and such those proceedings and acts may be taken or done, as520
directed by such decrees or orders, by the trustee or trustees of521
such the corporation appointed in the reorganization proceedings522
(or a majority thereof), or if none shall have been appointed, by523
designated officers of the corporation, or by a master or other524
representative appointed by the court, with like effect as if525
exercised and taken by unanimous action of the directors and526
shareholders of the corporation.527

       (B) A corporation, in the manner provided in division (A) of528
this section, but without limiting the generality thereof, may:529
amend its articles in any respect; amend or repeal its regulations530
or adopt new regulations; name, constitute, reconstitute,531
classify, or reclassify its directors and appoint directors and532
officers in place of or in addition to some or all of the533
directors or officers then in office; make any lawful change in534
its stated capital; make a determination of the fair value to the535
corporation of its assets; transfer all or a part of its assets;536
merge; consolidate; remove or appoint a statutory agent; authorize537
the granting issuance of option rights or securities having538
conversion or option rights in respect of shares and other539
securities; authorize the issuing of notes, bonds, and other540
evidences of indebtedness, whether or not convertible into shares541
or other securities; lease its property to any corporation;542
dissolve; or effect any other change authorized by this chapter.543

       (C) If a plan of reorganization provides for or effects an544
amendment to the articles or the merger, consolidation, or545
dissolution of a corporation, or if a plan having such a result is546
modified in respect of such that amendment, merger, consolidation,547
or dissolution, a certificate of reorganization or an amended548
certificate of reorganization, as the case may be, setting forth549
such portions of the plan of reorganization or modification550
thereof of the plan as would otherwise be required to be set forth551
in a certificate of amendment, an agreement of merger or552
consolidation, or a certificate of dissolution (and, if desired,553
any other portions thereof) shall be filed in the office of the554
secretary of state and shall operate to effect such that555
amendment, merger, consolidation, or dissolution. Such The556
certificate shall be made, subscribed, and filed as may be557
directed by such decrees or orders of the court, or, in the558
absence of such direction, by the president or a vice-president559
and the secretary or an assistant secretary. The certificate560
shall contain a statement that the plan of reorganization has been561
confirmed by the decree or order of the court designated in the562
certificate or that the plan so confirmed has been modified by563
order of such court, as the case may be.564

       (D) If after the filing in the office of the secretary of565
state of a certificate of reorganization, or an amended566
certificate, a decree or order of court is entered which that has567
the effect of vacating said that plan, a certified copy of said568
the decree or order shall be filed by the corporation in the569
office of the secretary of state.570

       (E) Nonassenting or dissenting shareholders shall have only571
such rights as are provided for in the plan of reorganization.572

       Section 2. That existing sections 1701.15, 1701.16, 1701.17,573
1701.35, 1701.59, 1701.70, and 1701.75 of the Revised Code are574
hereby repealed.575

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