The Vermont Statutes Online
The Statutes below include the actions of the 2025 session of the General Assembly.
NOTE: The Vermont Statutes Online is an unofficial copy of the Vermont Statutes Annotated that is provided as a convenience.
(Cite as: 11A V.S.A. § 20.10)
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§ 20.10. Merger or consolidation
(a) A plan of merger that if effected would terminate the close corporation status of
a corporation shall be approved by a vote of at least two-thirds of the votes of the
outstanding shares of such corporation, provided that if any class of shares is entitled
to vote as a group, the plan of merger or consolidation shall be approved by the affirmative
vote of the holders of at least two-thirds of the outstanding shares of each voting
group and the affirmative vote of the holders of at least two-thirds of the total
outstanding shares.
(b) A plan of merger that if effected would create the surviving corporation as a close
corporation shall be approved by a vote of at least two-thirds of the votes of the
outstanding shares of each close corporation, provided that if any class of shares
of any such corporation is entitled to vote as a group, the plan of merger or consolidation
shall be approved by the affirmative vote of the holders of at least two-thirds of
the outstanding shares of each voting group and the affirmative vote of the holders
of at least two-thirds of the total outstanding shares.
(c) If the plan of merger is approved by the required vote, any shareholder who voted
against the plan shall be entitled to assert dissenters’ rights as provided in sections
13.01 through 13.28 of this title. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)