The Short Form Merger Agreement is specifically designed for situations where a parent corporation seeks to merge with a subsidiary in which it already owns 90% or more of the outstanding shares. This type of agreement, commonly used under U.S. corporate law (particularly Delaware law), provides a simplified alternative to traditional merger processes. It eliminates the need for shareholder meetings and votes, thereby reducing time and costs. The document typically covers merger mechanics, share conversion, treatment of minority shareholders, and various corporate governance matters. It's particularly useful for corporate restructuring, simplifying corporate structures, or completing the final step of an acquisition.
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1. Parties: Identification of parent and subsidiary corporations involved in merger
2. Background: Context of the merger and ownership structure
3. Definitions: Key terms used throughout the agreement
4. The Merger: Core terms of the merger including effective time and surviving entity
5. Treatment of Securities: Handling of shares, options, and other securities
6. Closing Conditions: Requirements for merger completion
7. Representations and Warranties: Basic corporate authority and power to execute
1. Employee Matters: Treatment of employees post-merger - include when employment arrangements need specific attention
2. Tax Matters: Tax treatment of the merger - include when tax implications require specific structuring
3. Transition Services: Post-closing operational support - include when ongoing services between parties are needed
1. Certificate of Merger: Official document to be filed with Secretary of State
2. Surviving Entity Governance Documents: Updated bylaws or operating agreement of surviving entity
3. Required Regulatory Approvals: List of necessary governmental approvals
4. Outstanding Securities Schedule: Detailed list of shares and other securities affected
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