Merger and Consolidation in Corporation Law
12 Questions
1 Views

Choose a study mode

Play Quiz
Study Flashcards
Spaced Repetition
Chat to lesson

Podcast

Play an AI-generated podcast conversation about this lesson

Questions and Answers

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

  • Listing the names of the shareholders involved
  • Providing a statement of anticipated profit post-merger
  • Detailing the mode of carrying out the merger or consolidation (correct)
  • Stating the number of employees in each corporation

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

  • The profitability forecast for the consolidated corporation
  • The plan of merger or consolidation (correct)
  • The marketing strategy post-consolidation
  • The number of employees to be retained post-merger

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

  • Government regulatory agencies
  • Stockholders or members of each corporation (correct)
  • Employees of the constituent corporations
  • External auditors of the corporations

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

    <p>Changes, if any, in the articles of incorporation of the surviving corporation</p> Signup and view all the answers

    What is a necessary component in the plan for consolidation?

    <p>Statements required to be set forth in the articles of incorporation for corporations organized under this Code</p> Signup and view all the answers

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

    <p>Such other provisions as are deemed necessary or desirable</p> Signup and view all the answers

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

    <p>66.67% of outstanding capital stock or members</p> Signup and view all the answers

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

    <p>Both a and b</p> Signup and view all the answers

    What right does a dissenting stockholder have under the law?

    <p>The right to appraisal in accordance with the Code</p> Signup and view all the answers

    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?

    <p>The right of appraisal is extinguished</p> Signup and view all the answers

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

    <p>Both a and b</p> Signup and view all the answers

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

    <p>All of the above</p> Signup and view all the answers

    Study Notes

    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

    Studying That Suits You

    Use AI to generate personalized quizzes and flashcards to suit your learning preferences.

    Quiz Team

    Description

    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.

    More Like This

    Use Quizgecko on...
    Browser
    Open
    Browser
    Browser