The sale, lease, exchange or other disposition of all, or substantially all, the property and assets of a corporation in the usual and regular course of its business and the mortgage or pledge of any or all property and assets of a corporation, whether or not in the usual and regular course of business, may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares of any other corporation, domestic or foreign, as authorized by its board of directors, and in any such case no authorization or consent of the shareholders shall be required.
History: 1953 Comp., § 51-28-1, enacted by Laws 1967, ch. 81, § 75.
ANNOTATIONSCompiler's notes. — This section is derived from Section 78 of the ABA Model Business Corporation Act.
Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations §§ 2654 to 2679.
Constitutionality, construction, and effect of statutory or charter provisions relating to sale of all, or substantially all, of assets of corporation or division or distribution of proceeds, 79 A.L.R. 624.
Applicability of statutes regulating sale of assets or property as affected by purpose or character of corporation, 9 A.L.R.2d 1306.
Who may assert invalidity of sale, mortgage, or other disposition of corporate property without approval of stockholders, 58 A.L.R.2d 784.
Duty of corporate directors to exercise "informed" judgment in recommending responses to merger or tender offers, 46 A.L.R.4th 887.
19 C.J.S. Corporations §§ 792 to 810.