Check the 90 per cent test for a short-form merger outside a bid
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- Record the lawyer's figures for the parent's holding of each class of the subsidiary that would be entitled to vote on a merger. Do not calculate the percentages, and do not draft a notice to the remaining holders.
- What the lawyer must review
- For a Delaware corporation, the general power to take the remaining shares is § 253, the same short-form merger used after a bid. It is available when the parent owns at least 90 per cent of the outstanding shares of each class that would be entitled to vote on the merger. It is not a notice procedure with an objection period, and it does not ask whether objectors hold 10 per cent by value. The lawyer decides whether the parent meets that holding and whether the board resolution and the filed certificate are the right instruments. Appraisal is a separate section on the same subchapter page. The lawyer reads § 262 before telling a holder what rights follow the merger.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Potential support includes preparing preliminary structure or wording and assembling provisional schedules. Confirm the tool’s capability and permitted scope. |
| Lawyer | Set the scope, supervise the work closely, verify every part relied on, resolve omissions and exceptions, and approve the exact output. |
Checklist
- Check the current court or regulator requirements, prescribed form and attachments for the intended document and filing.
- Confirm the output against the client’s instructions and the complete relevant source material, including omissions or contradictions.
- Resolve exceptions and record the responsible lawyer’s approval of the exact output and intended use.