Merger, Consolidation, Share Exchange

Question 1

Merger

Answer 1

Blending of one or more coprorations into another corporation and latter corporation survives, merged company’s assets and liabilities automatically become those of the surviving company.

Question 2

Requirements for Merger

Answer 2

Boards and Shareholders of Both companies must vote to approve

Question 3

Exceptions to Requirements for Merger for Surviving Shareholder’s Necessary Vote.

Answer 3

A small acquisition, with minimal effect on surviving company’s shareholders OR short form merger SURVIVING company owns 90% or more of another corporation subsidiary stock.

Question 4

Consolidation

Answer 4

Two companies joined pursuant to a plan, into a third company with all assets and liabilities of both; neither company survives.

Question 5

Requirements for Consolidation

Answer 5

Boards and Shareholders of Both companies must vote to approve

Question 6

Exceptions for Consolidation Requirements for Shareholder’s of surviving company required vote

Answer 6

A small acquisition, with minimal effect on surviving company’s shareholders OR short form merger SURVIVING company owns 90% or more of another corporation subsidiary stock.

Question 7

Share Exchange

Answer 7

One corporation purchasing all outstanding shares of one or more classes or series of another corporation.

Question 8

Share Exchange Requirements

Answer 8

Only shareholders of corporation whose shares will be acquired in exchange need approve.

Question 9

Conversion

Answer 9

Business entity changing its form to another business entity

Question 10

Requirements for Conversion

Answer 10

Same as for merger in which converting corporation is not the survivor.