Fundamental Corporate Changes

Question 1

4 classic fundamental corporate chages

Answer 1

• merger (A becomes B)
• consolidation (A and B become C)
• share exchange (A and B exchange shares)
• dissolution (A disolves)

Question 2

2 nuanced fundamental changes

Answer 2

• fundamental amendment of the articles
• sale of substantially all assets

(these dont require dissenter rights or notice to SCC)

Question 3

Procedural steps for making funadmental changes

Answer 3

1. Board adopts resolution
2. Notice of special shareholder meeting (25-60 days before)
3. Shareholder approval by more than 2/3 of all voting shares
4. Dissenter rights (stockholders who don’t vote have right to force corp to buy back shares at fair market value)
5. Notice to state (to SCC)