Illinois Issuance of Common Stock in Connection with Acquisition

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US-CC-12-1932A
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This is an Issuance of Common Stock in Connection with Acquisition, to be used across the United States. This form simply is needed when a corporation wishes to issue, and/or sell, common stock in the company, with regard to an acquisition.

When it comes to the Illinois issuance of common stock in connection with an acquisition, there are several important aspects to consider. Common stock issuance refers to the process of a company offering shares of its ownership to the public or specific investors. This practice is often employed in the context of acquisitions, where a company aims to acquire another entity by using its own stock as a form of payment. In Illinois, the issuance of common stock in connection with acquisitions follows specific guidelines and regulations to ensure fairness and transparency during these transactions. Companies must comply with various legal requirements to protect both shareholders and potential investors. The Illinois Secretary of State's office is responsible for overseeing these regulations and ensuring compliance. There are different types of acquisitions in which the issuance of common stock can be utilized. One type is known as a stock-for-stock acquisition, where the acquiring company offers its own common stock as consideration for the acquisition. This often happens when the acquiring company wants to preserve cash and prefers to use its stock as a currency for the purchase. Another type is known as a cash-and-stock acquisition, which combines cash and common stock as consideration for the acquisition. In this case, the acquiring company offers a certain amount of cash, along with a portion of its common stock, to complete the acquisition. The issuance of common stock in connection with an acquisition provides several advantages for both parties involved. For the acquiring company, it allows them to use their stock as a means of payment, avoiding the need for additional cash expenditure. This method can also help to align the interests of the acquiring company and the target company's shareholders, as they become shareholders of the combined entity. However, there are also potential risks and drawbacks associated with the issuance of common stock in connection with an acquisition. One primary concern is dilution, where existing shareholders' ownership percentage decreases as new shares are issued. This dilution can impact the value of the shares and may be a significant consideration for both the acquiring company and its shareholders. In conclusion, the Illinois issuance of common stock in connection with an acquisition is a complex process that involves offering shares of ownership to acquire another company. Different types of acquisitions, such as stock-for-stock and cash-and-stock, can utilize this method. Companies must adhere to regulations set by the Illinois Secretary of State's office to ensure compliance and protect shareholders' interests. While this method offers advantages such as preserving cash and aligning interests, risks such as dilution should also be carefully considered.

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Directors. There must be at least three directors. They do not have to be Illinois residents or corporation members. You may list between three and seven directors on the Articles of Incorporation.

(b) A complaint in a proceeding brought in the right of a corporation must allege with particularity the demand made, if any, to obtain action by the directors and either why the complainant could not obtain the action or why he or she did not make the demand.

9.05. Power of corporation to acquire its own shares. (a) A corporation may acquire its own shares, subject to limitations set forth in Section 9.10 of this Act.

The statutory provisions of an Illinois close corporation can be found in Article 2A of the Illinois Business Corporation Act. A close corporation, also known as a closely held corporation, is a type of business entity that bears characteristics of both a traditional corporation and a partnership.

Domestic BCA: Any company that files Articles of Incorporation in the State of Illinois under the Business Corporation Act of 1983, as amended is considered a domestic corporation in the State of Illinois.

The duty of loyalty often arises in circumstances involving conflicts of interest, corporate opportunities, and competing with the corporation. Under Illinois law, an officer must not engage in self-dealing, take secret profits that belong to the corporation, or seize corporate opportunities.

108-1.01. Search during temporary questioning. When a peace officer has stopped a person for temporary questioning pursuant to Section 107-14 of this Code and reasonably suspects that he or another is in danger of attack, he may search the person for weapons.

(b) Any person who is a shareholder of record shall have the right to examine, in person or by agent, at any reasonable time or times, the corporation's books and records of account, minutes, voting trust agreements filed with the corporation and record of shareholders, and to make extracts therefrom, but only for a ...

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•Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 ... Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Class. Number of Shares ...Common stock should be recognized on its settlement date (i.e., the date the proceeds are received and the shares are issued). Paid-in capital is the total amount received by a company from the issuance of common or preferred stock. It is calculated by adding the par value of the ... /19/ The Commission has previously approved the issuance of common stock as ... /66/ AmerGen commenced operations in December 1999 with the acquisition of Clinton ... But if Buyer Inc. decides to finance the acquisition by issuing new shares, the SVA for its existing stockholders will drop. Let's suppose that Buyer Inc. Shares sold by the Selling Shareholders. The Shares offered hereby relate to Common Stock issued by the. Company in connection with its acquisition by merger of. The validity of the issuance of the shares of U. S. Steel common stock offered hereby will be passed upon for U. S. Steel by Dan D. Sandman, Esq., Vice. The following types of companies are exempt from the requirements of this Rule 5605(f) (“Exempt Companies”): acquisition companies listed under IM-5101-2; asset ... ... the uses set forth in Item.1.D. above. Exelon common stock issued in any of the circumstances described in Item 1.E.(a)(ii) below relating to acquisitions ...

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Illinois Issuance of Common Stock in Connection with Acquisition