---
title: "Check the 90 per cent test for a short-form merger outside a bid"
url: "https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/check-the-90-per-cent-test-for-a-general-compulsory-acquisition/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A2-TM20261022-20-US"
practice_area: "Mergers & Acquisitions / Private Equity"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Check the 90 per cent test for a short-form merger outside a bid

> 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.

Canonical page: https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/check-the-90-per-cent-test-for-a-general-compulsory-acquisition/united-states  
Last reviewed: 2026-10-22

Site index for agents: https://ailawframework.com/llms.txt

## Key facts

| Fact | Value |
| --- | --- |
| Practice area | [Mergers & Acquisitions / Private Equity](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity.md) |
| Human involvement | Yellow: Lawyer and AI draft together |
| 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 | United States |
| Applies to | [Check the 90 per cent test for a general compulsory acquisition](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/check-the-90-per-cent-test-for-a-general-compulsory-acquisition.md) |

## Checking plan

- What the AI does: 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.
- Basis: Checked against the linked sources on 22 October 2026. Confirm the current instrument before reliance.

## Notes

- Another state may have no short-form merger, or a different percentage. The Delaware example is § 253.
- Section 262 was on the subchapter page. The conditions for appraisal were not set out in the working extract, so the lawyer reads § 262 in full before any holder is advised.

## Sources

- [Delaware General Corporation Law, Subchapter IX, including §§ 253 and 262](https://delcode.delaware.gov/title8/c001/sc09/index.html) (checked 2026-10-22)
- [ABA Model Rule 1.1, Comment 8](https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_1_competence/comment_on_rule_1_1/) (checked 2026-10-22)

*Practice guidance for planning and review. Confirm current primary sources and the requirements of the actual matter. This is general information, not legal advice.*