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  • barkingdog78 barkingdog78 Nov 2, 2013 3:12 AM Flag

    No chance of "low-ball" management buy-out ... realistically speaking:

    Articles require a super-majority vote of 80% of the shareholders in that case:

    "8. Except as set forth below, the affirmative vote of holders of eighty percent (80%) of the shares of the corporation’s capital stock, issued, outstanding and entitled to vote generally in the election of directors shall be required to approve any of the following:
    (a) any merger or consolidation of the corporation with or into any other corporation or other entity; or
    (b) any share exchange in which a corporation, person or entity acquires the issued or outstanding shares of capital stock of the corporation pursuant to a vote of shareholders; or
    (c) any issuance of shares of the corporation that results in the acquisition of control of the corporation by any person, firm or corporation or group of one or more thereof that previously did not control the corporation;"

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