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Lecture Dynamic business law (3/e) - Chapter 40: Corporations: Mergers, consolidations, terminations

Chapter 40 - Corporations: Mergers, consolidations, terminations. After reading this chapter, you will be able to answer the following questions: What are mergers and consolidations? What are the procedures for mergers and consolidations? What are asset purchases? What are stock purchases? What is a takeover? In what ways could the termination of mergers and consolidations occur? | Chapter 40 Corporations: Mergers, Consolidations, Terminations Copyright © 2015 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. Chapter 40: Corporations: Mergers, Consolidations, Terminations Merger (Definition): A legal contract combining two or more corporations such that only one of the corporations continues to exist; in essence, one corporation “absorbs” another corporation 40- A merger is a legal contract combining two or more corporations, such that only one of the corporations continues to exist. In essence, by way of a merger, one corporation “absorbs” another corporation. Consolidation (Definition): A legal contract combining two or more corporations, resulting in an entirely new corporation; in consolidation, neither of the original corporations continues to exist 40- A consolidation is a legal contract combining two or more corporations, resulting in an entirely new corporation. In consolidation, neither of the original corporations continues to exist. 40- Procedures for Mergers and Consolidations Boards of directors of all involved corporations must approve the plan Shareholders must approve the plan through a vote at a shareholder meeting The corporations must submit their plan to the secretary of state The state must review the plan, and if it satisfies legal requirements, grant an approval certificate In order to validate a proposed corporate merger or consolidation, boards of directors of all involved corporations must first approve the plan, and shareholders must approve the plan through a vote at a shareholder meeting. The corporations involved must then submit their plan to the secretary of state; the state must review the plan, and if it satisfies legal requirements, grant an approval certificate. 40- Other Terminology/Rights Regarding Mergers and Consolidations Rights of shareholders: Shareholders vote only on exceptional . | Chapter 40 Corporations: Mergers, Consolidations, Terminations Copyright © 2015 McGraw-Hill Education. All rights reserved. No reproduction or distribution without the prior written consent of McGraw-Hill Education. Chapter 40: Corporations: Mergers, Consolidations, Terminations Merger (Definition): A legal contract combining two or more corporations such that only one of the corporations continues to exist; in essence, one corporation “absorbs” another corporation 40- A merger is a legal contract combining two or more corporations, such that only one of the corporations continues to exist. In essence, by way of a merger, one corporation “absorbs” another corporation. Consolidation (Definition): A legal contract combining two or more corporations, resulting in an entirely new corporation; in consolidation, neither of the original corporations continues to exist 40- A consolidation is a legal contract combining two or more corporations, resulting in an entirely new