(a) Except as otherwise provided in this section, by complying with this subchapter:
(1) A domestic entity may acquire all of one or more classes or series of interests of another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, cash, or other property, or any combination of the foregoing; or
(2) All of one or more classes or series of interests of a domestic entity may be acquired by another domestic or foreign entity in exchange for interests, securities, obligations, rights to acquire interests or securities, money, or other property, or any combination of the foregoing.
(b) Except as otherwise provided in this section, by complying with the provisions of this subchapter applicable to foreign entities a foreign entity may be the acquiring or acquired entity in an interest exchange under this subchapter if the interest exchange is authorized by the law of the foreign entity’s jurisdiction of formation.
(c) If a protected agreement contains a provision that applies to a merger of a domestic entity, but does not refer to an interest exchange, the provision shall apply to an interest exchange in which the domestic entity is the acquired entity as if the interest exchange were a merger until the provision is amended after the effective date of this chapter.
(d) This subchapter shall not apply to a transaction under:
(1) Subchapter IX of Chapter 3 of this title; or
(2) Section 29-609.05, to the extent inconsistent with that section.
(July 2, 2011, D.C. Law 18-378, § 2, 58 DCR 1720; Mar. 5, 2013, D.C. Law 19-210, § 2(b)(11), 59 DCR 13171.)
Effect of AmendmentsThe 2013 amendment by D.C. Law 19-210 substituted “money” for “cash” in (a)(2); and substituted “formation” for “organization” in (b).
Editor's NotesApplication of Law 19-210: Section 7 of D.C. Law 19-210 provided that the act shall apply as of January 1, 2012.