Mergers & Acquisitions
Business Associations · Lesson 11
Mergers & Acquisitions
這一課問的是：併購之法律要件與股東權利為何？
ActorActObjectStandardConsequence
Issue · what this lesson is really about
What are the legal requirements and shareholder rights in a merger or acquisition?
這一課問的是：併購之法律要件與股東權利為何？
Trigger words & phrases that should flag this issue:
mergeracquisitiontender offerappraisalshort-formtender
Core Terminology · 7 must-know
Tap a card to flip and reveal the meaning.
merger
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Combination of two corporations into one.
合併。
triangular merger
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Subsidiary used to effect merger.
三角合併。
statutory merger
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Authorized by state statute; surviving company absorbs other.
法定合併。
appraisal rights
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Dissenting shareholders may demand fair value.
評估權。
short-form merger
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Parent owning ≥90% may merge without subsidiary's vote.
簡式合併。
tender offer
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Public offer to buy shares directly from shareholders.
公開要約。
Williams Act
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Federal regulations on tender offers.
Williams 法。
Rule Sentence · the workhorse
A merger or acquisition typically requires board approval, shareholder approval of both companies, and articles amendment; dissenting shareholders generally have appraisal rights to demand cash payment of fair value, subject to short-form merger exceptions.
Sentence Anatomy · 5 roles, 5 colors
Every rule sentence breaks into five visual roles.
Actor 行為人corporations + shareholders公司與股東
Act 行為combining結合
Object 對象corporate entities公司實體
Standard 法律標準state corporate statute + Williams Act州公司法 + Williams 法
Consequence 後果merger consummated + appraisal合併完成 + 評估
Casebook Snapshot · a real American case
Weinberger v. UOP, Inc.
Holding. Cash-out mergers by a controlling shareholder face entire-fairness review. The fairness review covers fair dealing (timing, structure, disclosure) and fair price (financial considerations); the Delaware appraisal remedy may not be exclusive when fraud or unfair self-dealing is alleged.
Why it matters. Weinberger applies entire-fairness scrutiny to controlling-shareholder transactions — appraisal isn't always enough.
Weinberger：控股股東現金清出受完全公平審查。
Common Mistakes · what trips students
✗ merger 自動 cleanses 所有 fiduciary issues。
✓ Self-dealing concerns persist; Weinberger.
自我交易仍可能 - Weinberger。
✗ appraisal 是 exclusive remedy 永遠。
✓ Often exclusive but exceptions for fraud.
通常排他性，但詐欺有例外。
Mini IRAC · build the Application
Issue. May parent corp A merge subsidiary B (which A owns 95% of) into itself without a vote of B's minority shareholders?
Rule. Short-form merger statutes permit a parent owning ≥90% of a subsidiary to merge without the subsidiary's shareholder vote; minority shareholders typically have appraisal rights.
Application (model). A owns 95% of B and seeks a short-form merger. Because short-form merger statutes permit a parent owning ≥90% of a subsidiary to consummate the merger without the subsidiary's shareholder approval — with minority shareholders limited to appraisal rights — the fact that A's ownership exceeds the 90% threshold means short-form merger is available.
Pick the right element for each blank:
g1.
g2.
g3.
Conclusion. Therefore, A may consummate the short-form merger; minority shareholders have appraisal rights.
MBE Check · multiple choice
In a merger of equals, dissenting shareholder S votes against the merger. The merger passes anyway. What is S's primary remedy?
Practice Drill · tap to build the rule
Drop the chips here in correct order:
Tap chips to add → tap chips in the target to remove: