2021 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 11 - Merger and Share Exchange
- For article, "Comparison of Features of Old and New Business Corporation Laws Relating to Domestic Corporations," see 5 Ga. St. B. J. 13 (1968). For article, "Foreign Corporations in Georgia," see 10 Ga. St. B.J. 243 (1973). For article, "Hospital Mergers, Market Concentration and the Herfindahl-Hirschman Index," see 33 Emory L.J. 869 (1985). For article, "Georgia's New Business Corporation Code," see 24 Ga. St. B. J. 158 (1988). For article, "Changes in Corporate Practice under Georgia's New Business Corporation Code," see 40 Mercer L. Rev. 655 (1989).
JUDICIAL DECISIONS
Editor's notes.
- Editor's notes. - In light of the similarity of the statutory provisions, a decision under former Code 1933, §§ 22-1001 and 22-1002 and former Article 11A of former Chapter 2, which was repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, is included in the annotations for this Code section.
Constitutionality- Former Article 11A enjoyed a presumption of validity under the supremacy and interstate commerce clauses, when it could not be established with the required degree of legal certainty that the statute denied hostile tender offers for Georgia corporations a meaningful opportunity to succeed. West Point-Pepperell, Inc. v. Farley, Inc., 711 F. Supp. 1096 (N.D. Ga. 1989) (decided under former Article 11A).
Definitions.- A consolidation is the union of two or more corporations into one corporate body, after which the constituent corporations cease to exist; a merger is the absorption of one corporation into another; and an amalgamation is merely the English term used to designate a consolidation or merger. Kemos, Inc. v. Bader, 545 F.2d 913 (5th Cir. 1977) (decided under former Code 1933, §§ 22-1001 and 22-1002).
OPINIONS OF THE ATTORNEY GENERAL
Editor's notes.
- In light of the similarity of the statutory provisions, an opinion under former Code 1933, § 22-1001 and former Article 11A of former Chapter 2, which were repealed by Ga. L. 1988, p. 1070, § 1, effective July 1, 1989, is included in the annotations for this Code section.
Disclosure and approval requirements for bank mergers are generally more difficult than for nonbank corporations. 1981 Op. Att'y Gen. No. 81-103 (decided under former Code 1933, § 22-1001).
RESEARCH REFERENCESControlling Stockholder's Breach of Duty to Investigate Motive and Intent of Purchaser Before Selling Stock, 9 POF2d 261.
De Facto Merger of Two Corporations, 20 POF2d 609.
ALR.- Duty of corporate directors to exercise "informed" judgment in recommending responses to merger or tender offers, 46 A.L.R.4th 887.
Liability of successor corporation for injury or damage caused by product issued by predecessor, based on merger or consolidation of transferor and transferee, 109 A.L.R.5th 301.
Application of Clayton Act to Mergers and Acquisitions of Hospitals and Healthcare Systems (15 U.S.C. §§ 12 to 27), 13 A.L.R. Fed. 3d 7.
PART 1 MERGER AND SHARE EXCHANGE
RESEARCH REFERENCES
Am. Jur. 2d.- 19 Am. Jur. 2d, Corporations, § 2227 et seq.
C.J.S.- 19 C.J.S., Corporations, § 885 et seq.
ALR.
- Power to require nonassenting creditors or bondholders to accept securities of, or shares in, new or reorganized corporation, 88 A.L.R. 1238.
Construction and effect of provision for payment of dissenting stockholders in statutes relating to merger, consolidation, or reorganization of banks or other corporations, 162 A.L.R. 1237; 174 A.L.R. 960.
Merger or consolidation of corporate lessee as breach of covenant against assignment or sublease, 24 A.L.R.2d 695.
Change in name, location, composition, or structure of obligor commercial enterprise subsequent to execution of guaranty or surety agreement as affecting liability of guarantor or surety to the obligee, 69 A.L.R.3d 567.
Merger or consolidation of corporate lessee as breach of clause in lease prohibiting, conditioning, or restricting assignment or sublease, 39 A.L.R.4th 879.
