M&A DECISION GUIDELINES
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Acquisition!
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Merger or Acquisition?
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Merger!
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Substantially all assets?
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NO
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Board decision
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Does A have 90% or more of T?
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NO
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251 long-form merger
-T SH's vote
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YES
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YES
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DGCL §271
-T SH's vote
- no appraisal right
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Katz - 54% is substantially all (rare decision)
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253 short-form merger
-no A or T SH vote
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A SH's vote if:
- it says so in charter
- charter is being changed
- more than 20% additional stock issued
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Hollinger - substantially all is "essentially everything"
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Thorpe v. CERBCO - (58% comprised major business unit)
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Appraisal Rights
-DGCL §262(b)
-subject to Market Out Rule
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Entire Fairness review:
- fair dealing & fair price
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M&A
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