Mergers and Aquisitions Flashcards
1
Q
Who must approve of fundamental changes?
A
Both shareholders and directors.
2
Q
What is a merger?
A
The combination of one or more corporations where one corporation survives and assumes the others assets and liabilities.
3
Q
What is a consolodation?
A
The combination in which neither of the two corporations survives, and a new entity is formed.
4
Q
What is a dissolution?
A
Can be voluntary or involuntary.
Involuntary: assets being wasted, directors acted fraudulently deadlocked. Or by creditors.
To do so, board must adopt resolution, notice sent to shareholders, and a majority of shareholder must vote in favor.