Common Contracts
1 similar Reorganization Agreement contracts
CORPORATE REORGANIZATIONS: "D" reorganization--reorganization agreement by Stephen E. PigottReorganization Agreement • September 6th, 2020 • Delaware
State statutes generally give "dissenting" or "appraisal" rights to shareholders who vote against a statutory merger that is ultimately approved by the constituent corporations. Exercise of these rights allows shareholders who opposed the merger to require the corporation to purchase their shares at a price determined under the relevant statute. In some cases, corporate managers can combine two corporations into one without having to contend with dissenting or appraisal rights. This can be accomplished through a type of "D" reorganization often referred to as a "practical merger." In a "D" reorganization practical merger, substantially all the assets and liabilities of one corporation (the "transferor corporation") are transferred to another corporation (the "transferee corporation"), and the transferor corporation distributes to its shareholders stock or securities of the transferee corporation, resulting in one or more shareholders of the transferor corporation being in control of th
