ch39

West's Business Law with Online Research Guide, 9th Edition

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Merger: A contractual and statutory process by which one corporation (the surviving corporation ) acquires all of the assets and liabilities of another corporation (the merged corporation ), causing the merged corporation to become defunct. As part of the merger process, the shareholders of the merged corporation receive (1) payment for their shares in the merged corporation and/or (2) shares in the surviving corporation. Consolidation: A contractual and statutory process by which (1) two or more corporations join to become a completely new corporation (the successor corporation ), (2) the original corporations cease to exist and to do business, and Ch. 39: Corporations – Merger, Consolidation, and Termination - No. 1 West’s Business Law (9th ed.)
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(3) the successor corporation acquires all of the assets and liabilities of the original (now defunct) corporations. Ch. 39: Corporations – Merger, Consolidation, and Termination - No. 2 West’s Business Law (9th ed.)
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Any merger or consolidation is governed by the laws of one (or more) of the states, each of which sets forth its own procedural requirements. However, in general: (1) the boards of directors of each (original) corporation involved in the proposed transaction must approve the merger or consolidation plan; (2) the shareholders of each (original) corporation involved in the proposed transaction must, thereafter, approve the merger or consolidation plan by vote at a called or scheduled shareholders’ meeting; (3) the approved plan must be filed with the appropriate state officials ; and (4) once all state-law formalities have been satisfied, the state will issue, as appropriate, a
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ch39 - MERGER & CONSOLIDATION: OVERVIEW Merger: A...

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