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A share for share exchange is where one or more shareholders exchange shares they hold in one company for shares in another company. A common example of this is where a new holding company B is put on top of existing company A.
A Share Exchange is a type of share transaction where the shares of one class are exchanged for shares of another class. Unlike a share conversion, shares are not simply converted from one class to another directly.
Under Delaware law, any changes to the certificate of incorporation must be agreed to by a majority of shareholders. Companies must call a meeting of the board of directors and open a discussion about the proposed change.
Unless the certificate of incorporation or bylaws of a professional corporation, or a separate contract among all of the shareholders of the professional corporation, provides otherwise for the manner in which such sale or transfer of shares as permitted under this section is to take place, the sale or transfer may be ...