Toby Smith Stock Review

[MLD38]

shareholders voting re M&A :

Mergers and Acquisitions : (various scenarios re Board of Directors ; majority shareholders and minority shareholders ; Exceptions to Voting Procedures ; and etc)
http://ocw.mit.edu/NR/rdonlyres/Sloan-School-of-Management/15-649The-Law-of-Mergers-and-Acquisitions...
Exception
1. "Small scale" merger - One that does not increase by more than 20% of the parent corp's [P] outstanding voting stock

see LXVII: Mergers and Acquisitions ( about 1/2 down webpage )
http://people.qualcomm.com/rmartin/corpout.doc
BP: Statutory Merger RMBCA §11.01/DGCL §251(a)

69 --- all assets and liabilities of target company become those of the parent.

70 --- all of target's shareholders get consideration - Parent's shares

71 --- Both parent and target shareholders get to vote under RMBCA §11.03/DGCL §251(b)
unless:
bt. --- "small scale merger" -
the merger would not increase (dilute) the parent's outstanding shares by 20%, in which case it may merge without the approval of the parent's shareholders - RMBCA §11.03(g)/DGCL §251(f);
OR
bu. --- "short form merger" - the parent already owned 90% of the stock of the target in which case neither the parent's nor the target's shareholders have voting rights. RMBCA §11.04/DGCL §253

74 --- Both parent and subsidiary shareholders may seek appraisal rights. RMBCA §13.02/DGCL §262 unless
bw. --- in Delaware, no appraisal rights for a public corporation if the merger consideration is stock DGCL §262(b)(1)