V.
Corporate Governance
A.
Shareholder role in corporate governance
1. Shareholders Rights in Fundamental Tx
b. Transactions: form over substance
- Corproate
Combination forms
- Statutory
merger
- T shareholders
- voting and appraisal rights
- P
shareholders - no voting or appraisal rights (exception
if dilutive share issuance, more than 20%)
- Triangular
merger
- T
shareholders - same as statutory merger
- P
shareholders - nothing / "de facto merger"
- Sale of assets
- T shareholders - varies by jurisdiction
/ "substantially all"
- P shareholders - nothing / "de
facto merger"
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Daily Thoughts
The measures of the fair majority… ought always
to be respected.”
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