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LawMerger Rights
By amyz
Category: Law. Viewed 465 times. Created December 2014.     Disclaimer.   
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Did the merger agreement explicitly invoke 251(h)?
 
Survivor: NO voting rights; NO appraisal. Non-survivor: YES voting rights; Yes appraisal (unless market-out 262b)
Survivor: YES voting rights; NO appraisal. Non-survivor: YES voting rights; Yes appraisal (unless market-out 262b)



YES





NO

YES
 
Is the target a public company? Did A make a tender offer for all outstanding shares of B and obtain enough to satisfy a 251(c) merger (51%)? Did the remaining shareholders who didn't tender into the offer get the same price for their stocks in the merger?
NO
Are you acquiring all or substantially all of the target's assets?
NO
Does the acquirer own more than 90% of the target's shares?
Did the surviving corpís outstanding increases by more than 20%, are the SH not retaining their shares or the charter needs to be changed?



YES


YES


YES

NO

NO
Acquirer (survivor) A: NO voting rights; NO appraisal rights. Target (non-survivor) B: NO voting rights; YES appraisal rights (262(b)(3))
NO
Did the surviving corpís outstanding increases by more than 20%, are the SH not retaining their shares or the charter needs to be changed?
Did the surviving corpís outstanding increases by more than 20%, are the SH not retaining their shares or the charter needs to be changed?
Acquirer: NO voting rights; NO appraisal Target: NO right rights; YES apprasal
Are you doing a triangular merger?



YES


YES

NO



YES
 
Acquirer (survivor) A: YES voting rights; NO appraisal rights. (251(f)) Target (non-survivor) B: NO voting rights; YES appraisal rights (262(b)(3))
Acquirer: Yes voting rights (251(f)); NO appraisal. Target: Yes voting rights; NO appraisals (unless provided by charter 261(c)).
Acquirer: NO voting rights; NO appraisal. Target: Yes voting rights; NO appraisals (unless provided by charter 261(c)).
Did the surviving corpís outstanding increases by more than 20%, are the SH not retaining their shares or the charter needs to be changed?








YES

NO
 
 
 
Survivor: YES voting rights; NO appraisal Non-survivor: YES voting rights; YES appraisal
Survivor: NO voting rights; NO appraisal Non-survivor: YES voting rights; YES appraisal