US Laws, Codes, Statutes & Cases

 
  § 907. Approval by the supreme court.
    (a)  Where any constituent corporation or the consolidated corporation
  is, or would be if formed under this chapter, a  Type  B  or  a  Type  C
  corporation under section 201 (Purposes) of this chapter, no certificate
  shall  be  filed  pursuant  to  section  904  (Certificate  of merger or
  consolidation; contents) or section  906  (Merger  or  consolidation  of
  domestic  and foreign corporations) until an order approving the plan of
  merger or consolidation and authorizing the filing  of  the  certificate
  has  been  made  by  the  supreme  court, as provided in this section. A
  certified copy of such order shall be  annexed  to  the  certificate  of
  merger  or  consolidation.  Application for the order may be made in the
  judicial district in which the principal  office  of  the  surviving  or
  consolidated corporation is to be located, or in which the office of one
  of  the  domestic  constituent  corporations is located. The application
  shall be made by all the constituent corporations jointly and shall  set
  forth  by  affidavit  (1)  the  plan of merger or consolidation, (2) the
  approval required by section 903 (Approval of plan) or paragraph (b)  of
  section   906   (Merger   or   consolidation  of  domestic  and  foreign
  corporations) for each constituent  corporation,  (3)  the  objects  and
  purposes  of  each such corporation to be promoted by the consolidation,
  (4) a statement of all property, and the manner in which it is held, and
  of all liabilities and of the amount and sources of the annual income of
  each such corporation, (5) whether any votes  against  adoption  of  the
  resolution  approving  the  plan of merger or consolidation were cast at
  the meeting at which the  resolution  as  adopted  by  each  constituent
  corporation,  and (6) facts showing that the consolidation is authorized
  by the laws of the jurisdictions under which  each  of  the  constituent
  corporations is incorporated.
    (b)  Upon the filing of the application the court shall fix a time for
  hearing thereof and shall direct that notice thereof be  given  to  such
  persons  as  may  be  interested,  including  the  attorney general, any
  governmental body or officer and any other person or body whose  consent
  or approval is required by section 909 (Consent to filing), in such form
  and  manner  as the court may prescribe. If no votes against adoption of
  the resolution approving the plan of merger or consolidation  were  cast
  at  the  meeting  at which the resolution was adopted by any constituent
  corporation the court may dispense with  notice  to  anyone  except  the
  attorney-general,  any governmental body or officer and any other person
  or body whose consent or approval is required by section 909 (Consent to
  filing). Any person  interested  may  appear  and  show  cause  why  the
  application should not be granted.
    (c)  If  the  court  shall  find  that any of the assets of any of the
  constituent corporations are held for a purpose specified as Type  B  in
  paragraph  (b)  of  section 201 or are legally required to be used for a
  particular purpose, but not upon a condition requiring return,  transfer
  or  conveyance  by reason of the merger or consolidation, the court may,
  in its discretion, direct that such assets be transferred or conveyed to
  the surviving or consolidated corporation subject  to  such  purpose  or
  use,  or that such assets be transferred or conveyed to the surviving or
  consolidated corporation or to one or more  other  domestic  or  foreign
  corporations   or   organizations   engaged   in  substantially  similar
  activities, upon an express trust the terms of which shall  be  approved
  by the court.
    (d)  If  the  court  shall  find  that the interests of non-consenting
  members are or may be substantially prejudiced by the proposed merger or
  consolidation, the court  may  disapprove  the  plan  or  may  direct  a
  modification thereof. In the event of a modification, if the court shall
  find  that  the interests of any members may be substantially prejudiced
  by the proposed merger or consolidation as  modified,  the  court  shall
  direct that the modified plan be submitted to vote of the members of the
  constituent  corporations,  or if the court shall find that there is not
  such  substantial  prejudice,  it  shall  approve  the  agreement  as so
  modified without further approval by the members.  If  the  court,  upon
  directing  a  modification of the plan of merger or consolidation, shall
  direct  that  a  further  approval  be  obtained  from  members  of  the
  constituent  corporations or any of them, such further approval shall be
  obtained in the manner specified in section 903 (Approval  of  plan)  or
  section   906(b)  (Merger  or  consolidation  of  domestic  and  foreign
  corporations) of this chapter.
    (e) If it shall appear, to the satisfaction of  the  court,  that  the
  provisions  of  this  section  have  been  complied  with,  and that the
  interests of the constituent corporations and the public  interest  will
  not  be  adversely  affected  by  the  merger or consolidation, it shall
  approve the merger or consolidation upon such terms and conditions as it
  may prescribe.