FIN 3000 Lecture Notes - Lecture 3: Target Corporation, Proxy Fight, Securities Act Of 1933
Document Summary
Introduction to mergers and consolidations: in both mergers and consolidations, corporations, shareholders, and creditors have the same rights and liabilities. Its shareholders must amend its articles of incorporation according to the specific conditions of the merger. The surviving corporation becomes liability for all debts and obligations of the absorbed corporation. Boards of directors of all involved corporations must approve. Shareholders must approve the plan through a vote at a shareholder meeting, unless it"s a short-form merger then no approval is necessary. The corporations must submit their plan to the secretary of state. The state reviews the plan and grants an approval certificate: the rights of shareholders. When shareholders invest in corporations, they expect the board of directors to handle daily business issues. They also expect to vote on exceptional matters, including mergers, consolidations, changes in partners, sales or leases of the corporation, and exchanges of assets.
