Mergers, Acquisitions and Termination

Question 1

What is required for a merger to occur?

Answer 1

• BoD and SH approval by a majority vote at a meeting with a quorum (at least a maj of the shares entitled to vote) present for each C; req’d docs must be filed w/ the state

Question 2

What is req’d for a voluntary dissolution of a corporation?

Answer 2

• If stock has been issued, the BoD adopts a proposal for the dissolution of C and a majority of SHs approve
• Winding Up: dissolving C can continue to exist to collect assets, dispose of property not distributed to SHs, discharge liabilities

Question 3

How can a corporation be involuntarily dissolved?

Answer 3

• Creditors can pursue involuntary dissolution only for an insolvent C
• SHs can pursue involuntary dissolution if C’s assets are being misapplied/wasted, Ds are acting illegally/oppressively/fraudulently, SHs are unable to break Ds deadlock causing injury, or if SHs are deadlocked and fail to elect successors Ds

Question 4

What is the doctrine of SH oppression?

Answer 4

It protects minority from oppresive majority control; statutory provisions regarding involuntary dissolution are interpreted to protect the reasonable expectations of SHs.