merger
– ZAP, Inc. could merge with Terminix, Inc. => everything of ZAP is absorbed into Terminix
– Plan of Merger:  who are the merging parties, terms, who survives the merger
– effect on ZAP SHs:  they can’t own ZAP stock anymore b/c ZAP won’t exist (sometimes $ sometimes new mergers shares, etc.  the merger plan decides this)
– approval: (gets approved by both corp’s SHs)
– plan of merger
– acted on by BOD  (BOD could block by not submitted vote to SHs)
– SH 2/3 vote (of all entitled to vote!)
– file articles of merger
– surviving corporation’s exceptions:  if its a small merger that doesn’t affect the Survivor too much & dependent upon the plan of merger, then we can get around a SH vote
– SH hold same no. of shares
– doesn’t change voting proportions by more than 20%
– SH’s right to dissent
– appraisal =>
– gets fair value on his shares
– you can merge a subsidiary into a parent; this also gets around SH approval (unless over 10% of the sub’s shares are not owned by Terminix)