mergers

Question 1

merger process

Answer 1

b/d adopt resolution authorizing merger

notice to s/h of each C

file documents with state

Question 2

shareholder vote on merger

Answer 2

default 2/3

Question 3

what happens to the assets and liabilities of the old corp?

Answer 3

vest in surviving corp

Question 4

what is a stock acquisition?

Answer 4

acquiring stock in another C without going through merger

Question 5

stock acquisition types

Answer 5

stock for stock

cash exchange

Question 6

asset sale

Answer 6

substantial sale of assets require b/d and s/h approval

sale leaves C w/o significant BA opportunity

Question 7

who is qualified to raise appraisal rights?

Answer 7

s/h entitled to vote on merger

+

cannot sell shares on reliable mkt

Question 8

requirements to get appraisal rights

Answer 8

before merger, written notice of intent to demand pmt

vote against merger

Question 9

what happens after merger for dissinting s/h appraisal rights

Answer 9

corp provides s/h estimate of $