Corporation Law Quiz: Merger and Consolidation

What is one of the requirements for the plan of merger or consolidation?

What must be approved by a majority vote of the board of directors or trustees of the constituent corporations?

Which group needs to approve the plan of merger or consolidation at separate meetings?

In a merger, what aspect should be included in the plan regarding the surviving corporation's articles of incorporation?

What is a necessary component in the plan for consolidation?

What is something that may be included as 'other provisions' in the proposed merger or consolidation plan?

What is the minimum percentage of stockholder or member approval required to approve the plan of merger or consolidation?

What information must the notice of the meeting to approve the plan of merger or consolidation include?

What right does a dissenting stockholder have under the law?

What is the effect on the right of appraisal if the board of directors decides to abandon the plan of merger or consolidation after it has been approved by the stockholders?

What is the approval process for amending the plan of merger or consolidation?

What information must be included in the articles of merger or consolidation?

Merger and Consolidation

Two or more corporations can merge into a single corporation, which can be one of the constituent corporations or a new corporation.
The board of directors or trustees of each corporation must approve a plan of merger or consolidation, which includes:
- The names of the constituent corporations
- The terms of the merger or consolidation and how it will be carried out
- A statement of changes to the articles of incorporation of the surviving corporation (in case of merger)
- Statements required for articles of incorporation in case of consolidation
- Other necessary or desirable provisions

Stockholders' or Members' Approval

The plan of merger or consolidation must be approved by a majority vote of each board of directors or trustees
The plan is then submitted for approval by stockholders or members at separate corporate meetings
Notice of the meetings must be given to all stockholders or members, including a copy or summary of the plan
The affirmative vote of at least two-thirds (2/3) of the outstanding capital stock or members is required for approval
Dissenting stockholders may exercise the right of appraisal, unless the board of directors decides to abandon the plan

Amendments to the Plan

Amendments to the plan may be made with the approval of a majority vote of the respective boards of directors or trustees and ratified by the affirmative vote of at least two-thirds (2/3) of the outstanding capital stock or members

Articles of Merger or Consolidation

After stockholder or member approval, articles of merger or consolidation must be executed by each constituent corporation
The articles must include:
- The plan of merger or consolidation
- Number of shares outstanding or number of members
- Number of shares or members voting for or against the plan
- Carrying amounts and fair values of assets and liabilities as of the agreed cut-off date
- Method to be used in merging or consolidating accounts
- Provisional or pro forma values, accounting method, and other prescribed information

Effectivity of Merger or Consolidation

The articles of merger or consolidation, signed and certified, shall be filed with the Commission
The merger or consolidation shall take effect upon the filing of the articles

This quiz covers the process of merger and consolidation of corporations as per Section 75 of the Corporation Code. It includes the requirements for the approval of a plan of merger or consolidation by the board of directors or trustees.