{"id":261,"date":"2014-10-21T15:32:31","date_gmt":"2014-10-21T15:32:31","guid":{"rendered":"http:\/\/dgclsimplified.com\/?page_id=261"},"modified":"2019-09-06T19:52:31","modified_gmt":"2019-09-06T19:52:31","slug":"%c2%a7-253-merger-of-parent-corporation-and-subsidiary-or-subsidiaries","status":"publish","type":"page","link":"https:\/\/simplifiedcodes.com\/?page_id=261","title":{"rendered":"\u00a7 253. Merger of parent corporation and subsidiary corporation or corporations"},"content":{"rendered":"
    \n
  1. If (1) one corporation\u2019s (\u201cthe parent\u201d) ownership in another corporation[1]<\/a> or corporations (\u201cthe subsidiary\u201d) amounts to at least 90% of the outstanding shares of each class of stock entitled to vote on a merger and (2) at least one of these corporations is a Delaware corporation and unless the laws or a foreign corporation prohibit such merger, the parent may merge into or with the subsidiary simply by executing, acknowledging and filing, in accordance with \u00a7 103, a certificate of such ownership and merger setting forth a copy of the resolution of its board to so merge and the date of the adoption (\u201cshort-form merger\u201d).If the parent owns less than 100% of the subsidiary, the resolution of the parent\u2019s board shall state the terms and conditions of the merger, including the merger consideration paid to the subsidiary\u2019s minority shareholders. Conditions are allowed to the same extent as in a normal merger.If the parent is not the surviving corporation, the resolution shall include provision for the pro rata issuance of stock of the surviving corporation to the holders of the stock of the parent corporation on surrender of any certificates therefor, and the certificate of ownership and merger shall state that the proposed merger has been approved by a majority of the outstanding stock of the parent entitled to vote thereon at a meeting duly called and held after 20 days\u2019 notice of the purpose of the meeting given to each such stockholder at the stockholder\u2019s record address (or the laws of the relevant foreign jurisdiction if the parent is a foreign corporation).\n

    \u00a7 252(d) and 258(c) apply to short-form mergers.<\/li>\n

  2. If the surviving corporation is a Delaware corporation, it may change its corporate name by the inclusion of a provision to that effect in the resolution of merger adopted by the directors of the parent and set forth in the certificate of ownership and merger.<\/li>\n
  3. \u00a7 251(d) applies to a short-form merger, and \u00a7 251(e) applies to a short-form merger in which the surviving corporation is a Delaware subsidiary. References to \u201cagreement of merger\u201d in \u00a7 251(d), (e) shall mean for purposes of this subsection the resolution of merger adopted by the parent\u2019s board. A merger which effects any changes other than those authorized by this section or made applicable by this subsection cannot be accomplished as a short-form merger. \u00a7 262 shall not apply to short-form mergers, except as provided in subsection (d) of this section.<\/strong><\/li>\n
  4. In the event of a short-form merger involving a Delaware subsidiary not 100% owned by the parent, the stockholders of the Delaware subsidiary shall have appraisal rights as set forth in \u00a7 262.<\/li>\n
  5. This section applies to nonstock corporations if the surviving corporation is the nonstock parent corporation.<\/li>\n
  6. This section does not authorize a merger with a charitable nonstock corporation if the charitable status is lost through the merger.<\/li>\n<\/ol>\n

    [1]<\/a> Other than a surviving entity in a DGCL 251(g) transaction.<\/p>\n","protected":false},"excerpt":{"rendered":"

    If (1) one corporation\u2019s (\u201cthe parent\u201d) ownership in another corporation[1] or corporations (\u201cthe subsidiary\u201d) amounts to at least 90% of the outstanding shares of each class of stock entitled to vote on a merger and (2) at least one of these corporations is a Delaware corporation and unless the laws or a foreign corporation prohibit […]<\/p>\n","protected":false},"author":2,"featured_media":0,"parent":255,"menu_order":0,"comment_status":"closed","ping_status":"open","template":"","meta":{"_monsterinsights_skip_tracking":false,"footnotes":""},"_links":{"self":[{"href":"https:\/\/simplifiedcodes.com\/index.php?rest_route=\/wp\/v2\/pages\/261"}],"collection":[{"href":"https:\/\/simplifiedcodes.com\/index.php?rest_route=\/wp\/v2\/pages"}],"about":[{"href":"https:\/\/simplifiedcodes.com\/index.php?rest_route=\/wp\/v2\/types\/page"}],"author":[{"embeddable":true,"href":"https:\/\/simplifiedcodes.com\/index.php?rest_route=\/wp\/v2\/users\/2"}],"replies":[{"embeddable":true,"href":"https:\/\/simplifiedcodes.com\/index.php?rest_route=%2Fwp%2Fv2%2Fcomments&post=261"}],"version-history":[{"count":7,"href":"https:\/\/simplifiedcodes.com\/index.php?rest_route=\/wp\/v2\/pages\/261\/revisions"}],"predecessor-version":[{"id":729,"href":"https:\/\/simplifiedcodes.com\/index.php?rest_route=\/wp\/v2\/pages\/261\/revisions\/729"}],"up":[{"embeddable":true,"href":"https:\/\/simplifiedcodes.com\/index.php?rest_route=\/wp\/v2\/pages\/255"}],"wp:attachment":[{"href":"https:\/\/simplifiedcodes.com\/index.php?rest_route=%2Fwp%2Fv2%2Fmedia&parent=261"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}