- Every corporation may at any meeting of its board sell, lease or exchange all or substantially all of its assets, upon such terms and for such consideration as the board deems expedient and for the best interests of the corporation, as authorized by a resolution adopted by a majority of the corporation’s outstanding stock entitled to vote thereon, at a meeting duly called upon at least 20 days’ notice. The notice of the meeting shall state that such a resolution will be considered.
- The board may abandon the sale, lease or exchange even after the authorizing shareholder resolution, subject to third parties’ contractual rights, if any.
- For purposes of this section only, the assets of the corporation include the assets of its subsidiaries. As used in this subsection, “subsidiary” means any entity (including partnerships and statutory trusts) wholly-owned and controlled, directly or indirectly, by the corporation. Except as provided by the charter, no stockholder resolution is required for sale, lease, or exchange of the corporation’s assets to a subsidiary.