What is a 251 g merger?
Issuer 251(g) Merger Event means a merger of an Issuer pursuant to which such Issuer becomes a wholly-owned subsidiary of a holding company; provided.
What are appraisal rights under Delaware law?
By providing for appraisal rights, a jurisdiction like Delaware provides investors with a powerful tool to protect the value of their investment against unfair, opportunistic or simply ill-timed bids by allowing the investor to require a court to determine the fair value of the securities notwithstanding the …
Who needs to approve a merger Delaware?
Mergers in Delaware First, the board of directors for both the acquirer and the target ,must adopt a resolution that approves the agreement of merger and declares the advisability of the merger. Section 251 stipulates a number of areas that the agreement must cover.
What is a reverse triangular merger?
What Is a Reverse Triangular Merger? A reverse triangular merger is the formation of a new company that occurs when an acquiring company creates a subsidiary, the subsidiary purchases the target company, and the subsidiary is then absorbed by the target company.
What is a short form merger?
Also known as a parent-subsidiary merger, a short-form merger is a merger between a parent company and its substantially (but not necessarily wholly) owned subsidiary, with either the parent company or the subsidiary surviving the merger.
What triggers appraisal rights?
Shareholders typically invoke their appraisal rights when their company is being acquired or merged and they believe the price being offered is too low.
What is a triangular merger?
A triangular merger involves three business entities: a parent (the acquirer), its subsidiary, and the entity to be acquired (the target). This merger type involves the creation of a wholly-owned subsidiary of the acquiring company in order to facilitate a share exchange between the buyer and the seller.
What do shareholders approve?
Shareholder Approval means approval by the holders of a majority of the outstanding shares of Common Stock, present or represented and entitled to vote at a meeting called for such purposes.
How do shareholders approve an acquisition?
A traditional merger involves filing a proxy statement and conducting a shareholder vote. For most firms, shareholder approval occurs when 50% or more of the outstanding shares are cast in favor of the proposed deal. In contrast, an acquisition conducted via a tender offer typically follows a two-step process.
Does the board approve acquisitions?
The board is responsible for approving a company’s strategic plan, and the board should evaluate proposed acquisitions in the context of that plan.
What is title 251 of the United States General Corporation Law?
CHAPTER 1. GENERAL CORPORATION LAW § 251. Merger or consolidation of domestic corporations
What is a § 251 agreement of merger or consolidation?
§ 251. Merger or consolidation of domestic corporations. a. [principle] Corporations may merge into a single surviving corporation (which may be either of the constituent corporations) or consolidate into a new resulting corporation formed by the consolidation, pursuant to an agreement of merger or consolidation (“the agreement”).
What is § 251 of the Delaware Code?
§ 251. Merger or consolidation of domestic corporations :: 2014 Delaware Code :: US Codes and Statutes :: US Law :: Justia CHAPTER 1. GENERAL CORPORATION LAW
What is § 258 of the Securities and Exchange Act?
§ 258. Merger or consolidation of domestic and foreign stock and nonstock corporations.