1Merger
This involves the legal combination of two or more corporations. After a ..., only one of the corporations continues to exist.
2Surviving Corporation
When A and B merge, and A absorbs B, B will cease to exist and A will stand as the ... ....
3Articles of Merger
A document setting forth the terms and conditions of the merger.
4Consolidation
When two or more corporations combine in such a way that each corporation ceases to exist and a new one emerges.
5Share Exchange
When some or all of the shares of one corporation are exchanged for some or all of the shares of another corporation, but both corporations continue to exist. These are often used to create holding companies.
6Parent Corporation
If one corporation owns all of the shares of another corporation, it is referred to as this.
7Subsidiary Corporation
If one corporation's shares are owned entirely by the other corporation, the wholly owned company is the ... ....
8Short-Form Merger
A simplified procedure for the merger of a substantially owned subsidiary corporation into its parent corporation. This can be accomplished without the approval of the shareholders of either corporation. The parent corporation must own at least 90% of the outstanding shares of each class of stock of the subsidiary corporation.
9Appraisal Right
Dissenting shareholders have a statutory right to be paid the fair value of the shares they held on the date of the merger or consolidation. The "fair value of the shares" normally is the value on the day prior to the date on which the vote was taken.
10Target Corporation
The corporation being acquired via purchasing a substantial number of the voting shares.
11Takeover
The process of acquiring control over a corporation by purchasing a substantial number of their shares
12Tender Offer
An offer to buy shares of stock from all of the target company's shareholders in exchange for cash or stock. It can be conditioned on the receipt of a specified number of outstanding shares by a certain date. To induce shareholders to accept the offer, the ... price offered generally is higher than the market price of the target's stock before the ... ... was announced.
13Dissolution
This is the legal death of the artificial "person" of the corporation. It can be brought about by the following:
1. An act of the state
2. An agreement of the shareholders and the board of directors
3. The expiration of a time period stated in the certificate of incorporation
4. A court order
14Receiver
A court appointed ... will wind up corporate affairs and liquidate corporate assets.