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Bod adopts & S (if 1103 reqs) approve
* name of merging corps + surviving corp.
*terms/conditions of merger;
*manner of converting shares. (old to new).
* Articles (restatements/amendments)
* Merging date;
1102 Share Exchange
A corp can acquire all outstanding shares of a corp if :
(1) BODs of
all corps adopt
(if 1103 reqs) approves
plan of exchange
(2) Plan of Exchange
* name of corps.
*any other provisions...
(4) corp is not limited from acquiring all or some shares of another corp, through exchange or otherwise.
1103 Action Plan (1)(7)
Plan of Merger/ Share exchange must be adopted by both BOD & Submitted to all S for approval.
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.
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.
Williams Act (Tender Offer)
Anyone who acquires
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.
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.
where the t
akeover becomes inevitable
the bod must seize to resist & must act to
maximize the sale/benef
it to the shareholders.