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2018 New Hampshire Revised Statutes
Title XXVII - Corporations, Associations, and Proprietors of Common Lands
Chapter 293-A - New Hampshire Business Corporation Act
Section 293-A:11.05 - Merger Between Parent and Subsidiary or Between Subsidiaries.
Universal Citation: NH Rev Stat § 293-A:11.05 (2018)
293-A:11.05 Merger Between Parent and Subsidiary or Between Subsidiaries. –
(a) A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least 90 percent of the voting power of each class and series of the outstanding shares of the subsidiary that have voting power may merge the subsidiary into itself or into another such subsidiary, or merge itself into the subsidiary, without the approval of the board of directors or shareholders of the subsidiary, unless the articles of incorporation of any of the corporations otherwise provide, and unless, in the case of a foreign subsidiary, approval by the subsidiary's board of directors or shareholders is required by the laws under which the subsidiary is organized.
(b) If under subsection (a) approval of a merger by the subsidiary's shareholders is not required, the parent corporation shall, within 10 days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective.
(c) Except as provided in subsections (a) and (b), a merger between a parent and a subsidiary shall be governed by the provisions of RSA 293-A:11.01 through RSA 293-A:11.08 applicable to mergers generally.
(a) A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least 90 percent of the voting power of each class and series of the outstanding shares of the subsidiary that have voting power may merge the subsidiary into itself or into another such subsidiary, or merge itself into the subsidiary, without the approval of the board of directors or shareholders of the subsidiary, unless the articles of incorporation of any of the corporations otherwise provide, and unless, in the case of a foreign subsidiary, approval by the subsidiary's board of directors or shareholders is required by the laws under which the subsidiary is organized.
(b) If under subsection (a) approval of a merger by the subsidiary's shareholders is not required, the parent corporation shall, within 10 days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective.
(c) Except as provided in subsections (a) and (b), a merger between a parent and a subsidiary shall be governed by the provisions of RSA 293-A:11.01 through RSA 293-A:11.08 applicable to mergers generally.
Source. 2013, 142:1, eff. Jan. 1, 2014.
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