M and A

Question 1

Mergers

Answer 1

1. BD must adopt resolution authorizing merger and
2. give notice to shareholders (no less than 25 days and no more than 60 days before the meeting)
3. Obtain approval of SH of each corporation, and
4. File required documents with the state

Question 2

Assets and liabilities

Answer 2

All rights, assets, liabilities best in surviving C

Question 3

Stock acquisition

Answer 3

C can acquire stock in another C without going through statutory merger

Question 4

Stock for stock exchange

Answer 4

Is subject to the same requirements as a merger (need SH approval etc)

C may offer its own stock to shareholders in another corporation in exchange for their stock

Question 5

Stock purchase

Answer 5

Is not subject to the same requirements as a merger, does not require SH approval etc

C may purchase stock in another corp on the open market or make an offer to buy the stock from current shareholders

Question 6

Conversion

Answer 6

VA corporation can convert to domestic LLC or vice versa. VA corp may also convert into domestic or foreign eligible entity or vice versa

Question 7

Domestication

Answer 7

A foreign corp may become domestic with same approval process as a merger

Question 8

When is a shareholder qualified for a right or apprical ?

Answer 8

when the shareholder is entitled to vote on a merger, acquisition, or amendment of the articles

Question 9

When is a shareholder not qualified for appraisal rights?

Answer 9

When he can sell is shares in a reliable market, such as the NYSE (market out exception)

Question 10

Rule for shareholders right of appraisal

Answer 10

A shareholder who objects to a merger/acquisition or whose rights are materially and adversely affected by an amendment to a C’s articles may be able to force the C to buy his stock as a fair value as determined by an appraisal

Question 11

Procedure for SH appraisal

Answer 11

1. SH must not vote in favor of the action
2. Before the vote on the matter, SH must deliver to C a written notice of intent to demand payment
3. After the matter is approved, C must provide each SH with an estimate of the FMV of the shares

Question 12

Exclusivity of remedy

Answer 12

A SH cannot challenge a corporate action except for fraud or illegality