Merger refers to the situation where one of the constituent corporations remains in being and absorbs into itself the other constituent corporation. It refers to the case where no new corporation is created, but where one of the constituent corporations ceases to exist, being absorbed by the remaining corporation.
Generally, statutes authorizing the combination of corporations prescribe the steps by which consolidation or merger may be effected. The general procedure is that the constituent corporations make a contract setting forth the terms of the merger or consolidation, which is subsequently ratified by the requisite number of stockholders of each corporation.
Title: Oklahoma Checklist of Matters that Should be Considered in Drafting a Merger Agreement: A Comprehensive Guide Introduction: In the state of Oklahoma, drafting a merger agreement requires meticulous attention to detail. This checklist is designed to provide a comprehensive overview of the essential matters that should be considered during the merger agreement drafting process. By addressing these key points, businesses can ensure a smooth and legally compliant merger process. 1. Purpose and Structure: — Clearly define the purpose and objectives of the merger. — Specify the structure of the merger (e.g., statutory merger, consolidation, or acquisition). — Describe the treatment of shareholders in the new entity. 2. Corporate Governance: — Determine the composition of the board of directors and officers of the merged entity. — Establish the governance structure and decision-making procedures. — Define the responsibilities and authority of the management team. 3. Shareholder's Rights and Protections: — Identify the rights and privileges of each class or series of shares. — Address any restrictions on the transferability of shares. — Outline the voting rights and procedures for shareholder meetings. 4. Purchase Consideration: — Determine the purchase price or exchange ratio for the merger. — Specify the form of consideration, such as cash, stock, or a combination. — Address the treatment of stock options, warrants, and convertible securities. 5. Closing Conditions: — Establish the conditions necessary for the completion of the merger. — Outline any regulatory approvals or third-party consents required. — Define the timeframe for meeting these conditions. 6. Representations and Warranties: — List all the representations and warranties made by each party. — Specify the legal, financial, and operational aspects to be covered. — Address any disclaimers or limitations of liability. 7. Transfer of Assets and Liabilities: — Describe the process of transferring assets and liabilities to the surviving entity. — Address any required consents or obligations to third parties. — Outline any indemnification provisions related to contingent liabilities. 8. Employment and Benefits: — Address the treatment of employees after the merger. — Discuss any changes to employee benefits, compensation, or retirement plans. — Define any severance or retention agreements for key personnel. 9. Confidentiality and Non-Competition: — Enforce non-disclosure agreements to protect sensitive information. — Include provisions preventing employees and executives from competing. — Outline penalties or remedies for breaches of confidentiality. 10. Dispute Resolution: — Specify the governing law and jurisdiction for settling disputes. — Determine the method of dispute resolution (e.g., arbitration, mediation). — Address the costs and remedies associated with dispute resolution. Other types of Oklahoma Checklist of Matters that Should be Considered in Drafting a Merger Agreement: 1. Asset Purchase Agreement Checklist 2. Cross-Border Merger Agreement Checklist 3. Stock-for-Stock Merger Agreement Checklist Conclusion: Drafting a merger agreement in Oklahoma requires a thorough understanding of the intricacies involved. By following this checklist, businesses can ensure that all critical matters are addressed, minimizing the risks and potential complications during the merger process. It is essential to consult legal professionals and adapt the checklist to suit the specific needs and circumstances of each merger agreement.
