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§ 79-4-11.05. Merger between parent and subsidiary or between subsidiaries

MS Code § 79-4-11.05 (2019) (N/A)
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(a) A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that carry at least ninety percent (90%) 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 ten (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 Title 79, Chapter 4, Article 11 applicable to mergers generally.

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§ 79-4-11.04. Action on a plan of merger or share exchange
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§ 79-4-11.06. Articles of merger or share exchange