LawMergers & Acquisitions
A Flowchart by stevenfeit
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Merger or Asset Acquisition?

Asset Acquisition
Does A have 90% or more of T?
DGCL 253 Short-form Merger - T SH's don't vote - Appraisal rights subject to Market Out Rule 262(B


Substantially all?
Board Decision
DGCL 251 Long-Form merger - T SH's always vote - A SH's vote if change to charter or 20% stock increase -appraisal rights subject to Market Out Rule - Entire Fairness available (Fair dealing and fair price)


DGCL 271 - Katz - Thorpe v. CERBCO - Hollinger T SH's have voting rights, no appraisal rights