LawMergers & Acquisitions
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Merger or Asset Acquisition?

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





NO




Substantially all?
NO
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)
 
 

YES








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