Mergers; BA

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Mergers; BA
2014-04-19 16:11:36
Megers BA

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  1. 1101 Merger
    • 1--Bod adopts & S (if 1103 reqs) approves Merger Plan:
    • _Shall Set forth:
    • * name of merging corps + surviving corp.
    • *terms/conditions of merger;
    • *manner of converting shares. (old to new).

    • __May Set forth:
    • * Articles (restatements/amendments)
    • * Merging date;
    • *anything else...
  2. 1102 Share Exchange
    • A corp can acquire all outstanding shares of a corp if :
    • (1) BODs of all corps adopts & S (if 1103 reqs) approves plan of exchange.

    • (2) Plan of Exchange shall set forth:
    • * name of corps.
    • *terms/conditions;
    • *any other provisions...

    (4) corp is not limited from acquiring all or some shares of another corp, through exchange or otherwise.
  3. 1103 Action Plan (1)(7)
    • Plan of Merger/ Share exchange must be adopted by both BOD & Submitted to all S for approval.
    • Unless, Action isn't required from S of surviving corp b/c:
    • a) Articles don't change;
    • b) Surviving SH's shares aren't affected by merger.
  4. 1103--Plan of Merger/Share Exchange
    (2) BOD must recommend unless conflict of interest
    (2) BOD must recommend unless conflict of interest....

    If conflict of interest, then must disclose the conflict to the S & submit it with the plan for approval. 
  5. Williams Act (Tender Offer)
    Williams Act:

    • Anyone who acquires 5% of a company's stock must make a filing w/the SEC disclosing:
    • 1) their intent;
    • 2) their business background;
    • 3) where they got the money....

    • A tender offer:
    • 1) requires the same disclosures as a proxy material disclosure would.
    • 2) must be held open for 20 days.
  6. BOD resisting a takeover
    • IF the board can demonstrate a legitimate business reason for resisting a takeover, then
    • action taken to resist the takeover is appropriate.
    • *to preserve the workforce (from a known looter/or mismanager/breaking companies up)

    *Defensive action must be Proportionate to the Threat. (UNOCAL)
  7. Revlon Moment
    • where the takeover becomes inevitable...
    • the bod must seize to resist & must act to maximize the sale/benefit to the shareholders.