Fundamental Corp Change

Question 1

What qualifies as a fundamental corporate change?

Answer 1

Merger
Consolidation (A and B become C)
Share exchange
Dissolution
Fundamental amendment of articles
Sale of substantially all assets

Question 2

How can Corp make fundamental corporate change?

Answer 2

Board adopts resolution at valid meeting
Notice to SHs - 25 to 60 days prior

SHs must approve by 2/3 of all shares entitled to vote

Filed with the SCC

Question 3

SH Right of Appraisal

Answer 3

Can compel Corp to buy shares at FMV

Question 4

How to request appraisal?

Answer 4

SH receives notice
Notify Sec of intent to request appraisal
Must NOT vote in favor of action

SH makes demand for payment

Initiate a suit to determine FMV