Mergers and Acquisitions

Question 1

How are mergers approved?

Answer 1

Mergers require BD and SH approval by a majority vote at a meeting with a quorum (at least a majority of the shares entitled to vote) present for each C
-> required documents must be filed with the state

Question 2

How are asset acquisitions approved?

Does the transferors liability for its debts change?

Answer 2

Same as merger approval procedure EXCEPT only the transferor C’s BD and SHs are entitled to vote on the transaction.

Transferor C remains liable for its debts.

Question 3

Is a merger required for a stock acquisition of another C?

Answer 3

A C can acquire stock in antlers C to acquire control of that C without doing a merger by exchanging its own stock or by paying cash or other property for the stock.

Question 4

What is the rule regarding a dissenting SH’s right of appraisal?

Who are qualifying SHs under this right?

Answer 4

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

Any SH entitled to vote on a merger, acquisition, or amendment of C’s articles.