Law 3102 Corps appraisal dissolution.ppt POST MODEL

Law 3102 Corps appraisal dissolution.ppt POST MODEL -...

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FUNDAMENTAL CHANGES AND SHAREHOLDER APPRAISAL RIGHTS
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Changes Requiring Shareholder Approval Certain changes which affect the basic structure of a corporation are so fundamental that they require shareholder approval: Amendments to the charter of incorporation Mergers and consolidations Compulsory share exchanges Dissolution Sale or lease of all or most of the corporation’s assets (other than in regular course of business) NOTE: RMBIA provides that fundamental changes need only be approved by a majority of the shares present at a meeting at which a quorum is present.
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Merger Transactions Merger = combination of all the assets of two or more corporations. Surviving Corporation = receives title to the combined assets. Merged Corporation = the corporations that are merged into the surviving corp and cease their separate existence. RMBIA: shareholders of merged corp may receive stock or other consideration including cash. RMBIA: Surviving corp assumes all debts and other liabilities of the merged corporation and receives title to all assets of merged corp. Process: Merger requires approval of each corp’s board of directors and the approval of shareholders by majority vote. Dissenting shareholders may seek appraisal remedy.
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This note was uploaded on 12/09/2011 for the course LAW 1101 taught by Professor Reed during the Spring '08 term at CUNY Baruch.

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Law 3102 Corps appraisal dissolution.ppt POST MODEL -...

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