2025 Code of Georgia
Title 14 - Corporations, Partnerships, and Associations (Chs. 1 — 11)
Chapter 2 - Business Corporations (Arts. 1 — 18)
Article 11 - Merger and Share Exchange (Pts. 1 — 3)

Annotations

JUDICIAL DECISIONS

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a decision under former Code 1933, §§ 22-1001 and 22-1002 and former Article 11A of former Chapter 2, which was repealed by Ga.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.

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, 1989 U. S. Dist. LEXIS 10807 (N. D. Ga. 1989) (decided under former Article 11A).

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, 1977 U. S. App. LEXIS 10433 (5th Cir. 1977) (decided under former Code 1933, §§ 22-1001 and 22-1002).

Opinion 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provisions, an opinion under former Code 1933, § 22-1001 and former Article 11A of former Chapter 2, which were repealed by Ga.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.

are generally more difficult than for nonbank corporations. 1981 Op. Att'y Gen. No. 81-103 (decided under former Code 1933, § 22-1001).

Research References & Practice Aids

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).

Controlling 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.

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.

O. C. G. A. Title 14

O. C. G. A. Title 14, Ch. 2