Merger of several corporations

A merger is the combination of at least two corporations into a single corporation.

The various types of merger are as follows:

• Merger by absorption – in this type of merger at least one corporation transfers its assets to an existing corporation. All of the rights and obligations are transferred by universal succession and the transferor company is wound up without liquidation. The shareholders receive shares in the transferee company in exchange.
• Merger by formation of a new company – in this type of merger two or more corporations transfer their assets to a new corporation. This is also a transfer by universal succession and the shareholders in the transferor companies receive shares in the transferee company. The transferor companies are wound up.

A merger decision must be made and a merger contract signed during the merger. Specific shareholder consent requirements must be observed and an extensive reporting obligation must be met.