BL-Chapt40 - Print Chapter Page 1 of 23 Corporations Merger...

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Corporations – Merger, Consolidation, and Termination Chapter Introduction 40-1 Merger and Consolidation 40-1a Merger 40-1b Consolidation 40-1c Share Exchange 40-1d Merger, Consolidation, and Share Exchange Procedures 40-1e Short-Form Mergers 40-1f Shareholder Approval 40-1g Appraisal Rights 40-2 Purchase of Assets 40-2a Sales of Corporate Assets 40-2b Successor Liability in Purchases of Assets 40-3 Purchase of Stock 40-3a Tender Offers 40-3b Responses to Tender Offers 40-3c Takeover Defenses and Directors' Fiduciary Duties 40-3d Takeovers and Antitrust Law 40-4 Termination 40-4a Voluntary Dissolution 40-4b Involuntary Dissolution 40-4c Winding Up 40-5 Major Business Forms Compared Chapter Recap Page 1 of 23 Print Chapter 2010-8-30 ..
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Chapter Introduction A corporation typically extends its operations by combining with another corporation through a merger, a consolidation, a purchase of assets, or a purchase of a controlling interest in the other corporation. This chapter examines these four types of corporate expansion. Dissolution and winding up are the combined processes by which a corporation terminates its existence. The last part of this chapter discusses some of the typical reasons for terminating a corporation's existence and the methods used in the termination process. Page 2 of 23 Print Chapter 2010-8-30 ..
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40-1 40-1a Merger and Consolidation Legal Conflicts in Business: Mergers and Acquisitions: Did Quigley Intentionally Mislead? Merger Exhibit 40–1. Merger Case 40.1: Rodriguez v. Tech Credit Union Corp. The terms merger and consolidation traditionally referred to two legally distinct proceedings. Today, however, the term consolidation generally is used as a generic term to refer to all types of combinations, including mergers (discussed below) and acquisitions (discussed later in this chapter). Whether a combination is a merger, a consolidation, or a share exchange, the rights and liabilities of shareholders, the corporation, and the corporation's creditors are the same. Note also that the power to merge, consolidate, and exchange shares is conferred by statute, and thus state law establishes the specific procedures. A merger involves the legal combination of two or more corporations. After a merger, only one of the corporations continues to exist. For example, Corporation A and Corporation B decide to merge. They agree that A will absorb B. Therefore, after the merger, B ceases to exist as a separate entity, and A continues as the surviving corporation . Exhibit 40–1 illustrates this process. In this illustration, Corporation A and Corporation B decide to merge. They agree that A will absorb B, so after the merger, B no
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BL-Chapt40 - Print Chapter Page 1 of 23 Corporations Merger...

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