Business Law, Chapter 41: "Mergers and Takeovers" flash cards

Merger

(41-1a) A contractual and statutory process in which one corporation (the surviving corporation) acquires all of the assets and liabilities of another corporation.

Surviving Corporation

(41-1a) The remaining, or continuing, corporation following a merger.

Articles of Merger

(41-1a) A document, filed with the secretary of state, that sets forth the terms and conditions of a merger.

Consolidation

(41-1b) A contractual and statutory process in which two or more corporations join to become a completely new corporation.

Share Exchange

(41-1c) A process in which some or all of the shares of one corporation are exchanged for some or all of the shares of another corporation, and both corporations continue to exist.

Parent Corporation

(41-1c) A corporation that owns all of the shares of another corporation (known as its subsidiary).

Subsidiary Corporation

(41-1c) A corporation wholly owned by another corporation (the parent corporation).

Short-Form Merger

(41-1e) A merger between a subsidiary corporation and a parent corporation that owns at least 90 percent of the outstanding shares of each class of stock issued by the subsidiary corporation.

Appraisal Right

(41-1g) The right of a dissenting shareholder, if they object to an extraordinary transaction of the corporation (such as a merger or consolidation), to have their shares appraised and to be paid the fair value of the shares by the corporation.

Target Corporation

(41-2c) The corporation to be acquired in a corporate takeover. This corporation will have its shareholders submitted in a tender order.

Takeover

(41-2c) The acquisition of control over a corporation through the purchase of a substantial number of the voting shares of the corporation.

Tender Offer

(41-3a) An offer to purchase made by one company directly to the shareholders of another (target) company - often referred to as a “takeover bid.”

Dissolution

(41-4) The legal death of the artificial “person” of the corporation.

Winding Up

(41-4) The process by which corporate assets are liquidated (e.g., converted into cash, and distributed among creditors and shareholders).

Receiver

(41-4c) In a corporate dissolution, a court-appointed person who winds up corporate affairs and liquidates corporate assets.