Corporations Rules 6

Two corps becoome one, either by one surviving or by combining to form new corp.

Requires a plan of merger including terms of proposed merger, approval by board of each corp, approval by shareholders of each corp, and an amended certificate of incorporation

Shareholder approval = majority (or 2/3 if formed before 02/22/98)

Statutory mergers btwn corp and subsidiary where parent owns 90% of sub do not need shareholder approval

All assets and liabilities of both corporations survive the merge

Requires: board authorization, shareholder authorization (majority, or 2/3 if formed before 02/22/98).

Transferor remains liable for debts, including those associated with the transferred assets.

Transferee not responsible to transferor's creditors unless it assumes the liabilites, there was a merger of seller and purchaser, the purchasing corporation was a mere continuation of the selling corporation, or transaction is fraudulent.

Stock-for-stock acquisition: generally not all shareholders required to participate in the stock swap.

Stock purchase: on the open market or by tender offer.

May be able to force the corporation to buy stock at a fair value.