The bill updates the Washington Business Corporation Act by amending various sections and introducing new provisions related to mergers and share exchanges. It includes key insertions such as definitions for "acquired entity," "acquiring entity," and "new owner liability," which clarify the roles of corporations in these processes. The legislation outlines the procedures for domestic corporations to merge or exchange shares, detailing the requirements for board and shareholder approvals, the contents of merger plans, and conditions for separate voting groups. Additionally, it allows shareholders to bypass approval for certain mergers under specific conditions and permits a domestic corporation to merge with a subsidiary without needing approval from the subsidiary's board or shareholders.

The bill also addresses corporate governance by amending existing laws to clarify shareholder rights and the processes for entity conversions and amendments to articles of incorporation. It establishes that a quorum for corporate actions cannot be lower than what is required by law and outlines the voting requirements for corporate actions, including the removal of directors. Furthermore, it introduces provisions for dissenters' rights, specifying conditions under which shareholders can dissent from corporate actions and obtain fair value for their shares. The bill aims to enhance transparency, protect shareholder rights, and streamline the legal framework governing corporate mergers and governance practices.

Statutes affected:
Original Bill: 23B.07.250, 23B.07.280, 23B.08.080, 23B.08.240, 23B.09.030, 23B.10.030, 23B.12.020, 23B.13.020, 23B.13.200, 23B.13.210, 23B.13.220, 23B.17.015, 23B.25.100, 23B.25.130
Substitute Bill: 23B.07.250, 23B.07.280, 23B.08.080, 23B.08.240, 23B.09.030, 23B.10.030, 23B.12.020, 23B.13.020, 23B.13.200, 23B.13.210, 23B.13.220, 23B.17.015, 23B.25.100, 23B.25.130
Bill as Passed Legislature: 23B.07.250, 23B.07.280, 23B.08.080, 23B.08.240, 23B.09.030, 23B.10.030, 23B.12.020, 23B.13.020, 23B.13.200, 23B.13.210, 23B.13.220, 23B.17.015, 23B.25.100, 23B.25.130
Session Law: 23B.07.250, 23B.07.280, 23B.08.080, 23B.08.240, 23B.09.030, 23B.10.030, 23B.12.020, 23B.13.020, 23B.13.200, 23B.13.210, 23B.13.220, 23B.17.015, 23B.25.100, 23B.25.130