13-C M.R.S. § 1102 Merger

• Library: Maine Revised Statutes
• Edition: 2023
• Currency: Current through 131st (2023-2024) Legislature Chapter 486
• Year: 2023
• Citation: 13-C M.R.S. § 1102

1. General authority of domestic corporations. One or more domestic business corporations may merge with one or more domestic or foreign business corporations or eligible entities pursuant to a plan of merger under this section.

[ 2003, c. 344, Pt. B, §97 (AMD).]

2. Merger with foreign entities. A foreign business corporation or a foreign eligible entity may be a party to a merger with a domestic business corporation or may be created by the terms of a plan of merger under this section only if the merger is permitted by the laws under which the foreign business corporation or eligible entity is organized or by which it is governed; and

[ 2003, c. 344, Pt. B, §97 (AMD).]

3. Merger not contemplated in organic law. If the organic law of a domestic eligible entity does not provide procedures for the approval of a merger, a plan of merger may be adopted and approved, the merger effectuated, and appraisal rights exercised in accordance with the procedures in this chapter and chapter 13. For the purposes of applying this chapter and chapter 13:

A. The eligible entity, its members or interest holders, eligible interests and organic documents taken together are deemed to be a domestic business corporation, shareholders, shares and articles of incorporation, respectively and vice versa as the context may require; and [ 2003, c. 344, Pt. B, §97 (AMD).]

B. If the business and affairs of the eligible entity are managed by a group of persons that is not identical to the members or interest holders, that group is deemed to be the board of directors. [ 2003, c. 344, Pt. B, §97 (AMD).]

[ 2003, c. 344, Pt. B, §97 (AMD).]

4. Plan of merger. A plan of merger must include:

A. The name of each domestic or foreign business corporation or eligible entity that will merge and the name of the corporation or eligible entity that will be the survivor of the merger; [ 2003, c. 344, Pt. B, §97 (AMD).]

B. The terms and conditions of the merger; [ 2001, c. 640, Pt. A, §2 (NEW); 2001, c. 640, Pt. B, §7 (AFF).]

C. The manner and basis of converting the shares of each merging domestic or foreign business corporation and eligible interests of each merging domestic or foreign eligible entity into shares or other securities, eligible interests, obligations, rights to acquire shares or other securities or eligible interests, cash or other property or any combination thereof; [ 2003, c. 344, Pt. B, §97 (AMD).]