Mergers and acquisitions

Question 1

Mergers

Answer 1

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

Asset acquisition

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

Stock acquisition

Answer 3

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

Question 4

Dissenting shareholder’s right of appraisal

Answer 4

1. Rule—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
2. Qualifying SHs—any SH entitled to vote on a merger, acquisition, or amendment of C’s articles