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)