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36 Fun. (Outside BoD, require SH (Buying shares (Merger (Short-Form Merger…
36 Fun.
Outside BoD, require SH
Charter amendments
Compulsory share exchanges
sale or lease of all (most) assets
Regular c.o.b
Only BoD needed
Not regular c.o.b
Require both BoD and SH
Buying shares
No change in legal existence
No formal SH approval of either corporation is required
Merger
Two or more corporation into one of the existing corporations
Requires approval of BoD and SH of EACH corporation
Short-Form Merger
Parent own 90%+ outstanding share
Merge without approval by SH of either corporation
surviving corp. receives title to all assets and assumes liabilities
Consolidation
Two or more corporations into a NEW corporation
Requires approval of BoD and SH of EACH corporation
New corporation assumes all debts and liabilities
Going private transactions
public to private by cashing out of management buyout
Appraisal Remedy
Value immediate before action takes place
SH that oppose fundamental change has right to receive their fair value of shares(Appraisal Remedy)
only for non regular c.o.b