Check the short-form merger threshold after a bid
Key facts
- Human involvement
- YellowClose supervision
- How AI is used
- Using figures the lawyer supplies, record whether the parent owns at least 90 per cent of the outstanding shares of each class of the subsidiary's stock that, absent the short-form subsection, would be entitled to vote on the merger. Record whether the lawyer has marked the parent and the subsidiary as corporations, and which of them is incorporated in the state whose statute is being used. Do not draft a notice to minority holders.
- What the lawyer must review
- For a Delaware corporation, the lawyer applies § 253(a). If at least 90 per cent of the outstanding shares of each class of the subsidiary that would be entitled to vote on the merger is owned by the parent, and at least one corporation is a Delaware corporation, the parent may merge the subsidiary into itself, or itself into a subsidiary, by a board resolution and a certificate of ownership and merger filed under § 103. If the parent does not own all the subsidiary stock, the resolution states the consideration for the shares the parent does not own. This is a merger statute, not a post-bid compulsory-acquisition notice, and it is not a 75 per cent test of the securities the bidder offered to acquire.
- Written for / version
- United States versionUS
Who does what
| Role | What they do |
|---|---|
| Assistance | Potential support includes organising research leads and preparing preliminary structure or wording. 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.
- Verify the applicable jurisdiction and the version of each relevant law, rule or instrument in force at the material time.
- 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.