Fundamental Corporate Changes:

Question 1

Types

Answer 1

Merger;
Consolidation;
Dissolution.
Fundamental Amendments to Articles; Sale of substantially all corp assets.

Question 2

Procedural Steps to Make Change

Answer 2

1) BOD resolution;
2) Notice of special meeting of SHs;
3) Approval by majority of all shares entitled to vote and by a majority of any voting group adversely effected;
4) File notice with State, e.g. Art of Merger.

EXCEPT: no SH approval for short form merger (parent corp owns 90% of subsidiary).

Question 3

Appraisal Rights

Answer 3

Dissenting SH can force corp to buy shares at fair value.

Req’ts: before vote, file written notice of objection and intent to demand payment; vote objecting to change; prompt written demand to be bought out.

Court - appoint expert appraiser to appraise value

Question 4

Sale of Assets

Answer 4

May be considered de facto merger and trigger rescission and appraisal rights.

Procedural steps must be followed.

Question 5

Dissolution/Liquidation

Answer 5

Approval by majority of Ds and shares entitled to vote.