HCS SB 395 -- BUSINESS CORPORATIONS

SPONSOR:  Bartle (Byrd)

COMMITTEE ACTION:  Voted "do pass" by the Committee on Judiciary
by a vote of 18 to 0.

This substitute makes several changes relating to business
entities.  In its main provisions, the substitute:

(1)  Authorizes domestic general partnerships to merge or
consolidate with other business entities and establishes a
procedure for approving a merger or consolidation;

(2)  Establishes a procedure approving a domestic limited
partnership merger or consolidation;

(3)  Establishes that the remedy available pursuant to Section
351.455, RSMo, will be the exclusive remedy only when
shareholders have exercised their right to appraisal or have
affirmatively elected to accept the offered consideration (except
in cases of fraud or lack of authorization for the transaction);
and

(4)  Requires persons challenging the applicability of certain
articles of incorporation provisions by motion to dismiss to
plead supporting facts with specificity.  On a motion for summary
judgment, challengers have the burden of demonstrating that a
genuine dispute exists as to the applicability of the provisions.

FISCAL NOTE:  Not available at time of printing.

PROPONENTS:  Supporters say that the bill makes needed
improvements to corporate law.

Testifying for the bill were Senator Bartle; and Andrew Ruben,
Bryan Cave, LLP.

OPPONENTS:  There was no opposition voiced to the committee.

Julie Jinkens McNitt, Legislative Analyst

Missouri House of Representatives
Last Updated July 25, 2003 at 10:13 am