Sec 75 Merger and Consolidation

Question 1

Section 65 Plan of Merger of Consolidation

Answer 1

a) Two or more corporations may MERGE into a single corporation

b) Two or more may CONSOLIDATE into new Single Corporation

Question 2

Contents of plan of merger

Answer 2

1. names of the co. and constituents
2. the terms
3. statement of the changes
4. other provisions

Question 3

Sec 74 Stockholders or Members Approval

Answer 3

a. majority of BOD or trustees
b. 2/3 of the outstanding capital stock or members

*can exercise APPRAISAL rights

Question 4

Amendments to plan of merger or consolidation

Answer 4

1. Approved by majority of BOD
2. Ratified by 2/3 of the outstanding capital stock or members

Question 5

Sec 77 Articles of Merger of Consolidation

Answer 5

After the approval of stockholders AMC shall be signed by the Pres or VP then certified by Secretary

AMC includes:
1. the plan
2. for stock, no. of shares outstanding, for non-stock no. of members
3.numbers of shares or members voting against the plan
4. fair values of assets & lialbilities
5. the method to be used to merger or consolodate the accounts of the companies
6. provisional or pro-forma values
7. other info as may prescribed

Question 6

Sec. 79 Effects of Merger or Consolidation

Answer 6

a. the conatituents corporations shall become single corp
b. separate existence of the constituents corp. shall CEASE
c. The surviving or the consolidated corporationshall possess all the rights, privileges, immunities, and powers
d. All liabilities of the constituents shall pertain to the surviving or the consolidated corporation.

Question 7

Sec 78 Effectivity of Merger or Consolidation

Answer 7

1. Shall be submitted to the Commission for approval
2. Issued Certificate of merger or consolidation

if the AMC is inconsistent w/ the provision
the commission will set a hearing with two (2) weeks written notice.

Question 8

Can foreign corp merge with domestic corp?

Answer 8

YES, The merger is allowed provided that the foreign corporation can prove that there is a similar authoring law in its home jurisdiction.

Question 9

Can a partnership merge with a corp?

Answer 9

A partnership CAN enter into a COMBINATION with a corporation but a partnership CANNOT MERGE or CONSOLIDATE with a corporation.

Section 75 of the RCCP distinctly requires the presence of two or more corporations.

Question 10

Distinguished from Combinations.

Answer 10

Combination is used to designate an alliance or confederation or sale or other transaction between two or more corporations, by virtue of which will not necessarily result in the loss of the separate existence of the corporations.

Question 11

Effect on Employees.

Answer 11

The surviving corporation in the case of MERGER shall AMSORB the employees of the dissolved corporation;

the employees of the constituent corporations shall become the employees of the new corporation in consolidation.