---
title: "Check the short-form merger threshold after a bid"
url: "https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/check-the-compulsory-acquisition-thresholds-after-a-bid/united-states"
type: "task_jurisdiction_version"
site: "AI Law Framework"
id: "A2-TM20261022-12-US"
practice_area: "Mergers & Acquisitions / Private Equity"
tier: "yellow"
lawyer_review: "required"
jurisdictions: ["US"]
last_reviewed: "2026-10-22"
---

# Check the short-form merger threshold after a bid

> 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…

Canonical page: https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/check-the-compulsory-acquisition-thresholds-after-a-bid/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 | 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 | United States |
| Applies to | [Check the compulsory acquisition thresholds after a bid](https://ailawframework.com/practice/mergers-and-acquisitions-private-equity/check-the-compulsory-acquisition-thresholds-after-a-bid.md) |

## Checking plan

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

## Notes

- The 90 per cent is of each class that would be entitled to vote on the merger, not 90 per cent by number of a bid class plus 75 per cent of the securities offered.
- If the parent is not the surviving corporation and is a Delaware corporation, § 253 requires stockholder approval of the parent on 20 days' notice. The lawyer reads that sentence before a downstream merger.

## Sources

- [Delaware General Corporation Law, Subchapter IX, including § 253 Merger of parent and subsidiary](https://delcode.delaware.gov/title8/c001/sc09/index.html) (checked 2026-10-22)
- [ABA Model Rule 1.6, Confidentiality of Information](https://www.americanbar.org/groups/professional_responsibility/publications/model_rules_of_professional_conduct/rule_1_6_confidentiality_of_information/) (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.*