Merger or Asset Acquisition?
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Asset Acquisition
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Merger
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Does A have 90% or more of T?
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YES
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DGCL § 253 Short-form Merger
- T SH's don't vote
- Appraisal rights subject to Market Out Rule §262(B
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NO
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Substantially all?
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NO
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Board Decision
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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)
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YES
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DGCL § 271
- Katz
- Thorpe v. CERBCO
- Hollinger
T SH's have voting rights, no appraisal rights
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Mergers & Acquisitions
