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Lecture 7

Lecture 7 - • Policy is that consumer shouldn’t bear...

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Merger: you can merge companies by finding a paper with the Sec of State of Delaware. New corporations possess all the rights, privileges, properties. Lease goes over to new company There is an ongoing debate whether patent law applies to patent licenses (and there are two views federally as well) Just because you have to pay the tax man, doesn’t mean you can’t collect from the seller. There’s a transfer of all assets Employees work for a new company Economically efficient: to pass cost of insurance
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Unformatted text preview: • Policy is that consumer shouldn’t bear blame • Don’t pick upseller’s taxes. • 3 rd party consent Liabilities SH approval Dissenters’ Rights Asset Yes No, “BUT” Majority No (in Delaware), but it depends which state Buys Stock of You sometimes YES 100%. (you NO Company need consent. It need this much depends on to own all the clauses company) Merger ??? YES Majority YES Forward ??? YES, but you Majority YES Merger won’t injure parent Backward Sometimes? YES, “BUT” Majority YES merger...
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