N.Y. Business Corporation Law Section 901
Power of merger or consolidation

Mentioned in

How to Stop a Cash-Out Merger from Cancelling Your Shares

Farrell Fritz, P.C., November 6, 2023

“You’ve done nothing wrong, and you’d like to continue as a shareholder rather than have your investment liquidated. Where do you begin?”
 
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(a)

Two or more domestic corporations may, as provided in this chapter:

(1)

Merge into a single corporation which shall be one of the constituent corporations; or

(2)

Consolidate into a single corporation which shall be a new corporation to be formed pursuant to the consolidation.

(b)

Whenever used in this article:

(1)

“Merger” means a procedure of the character described in subparagraph (a) (1).

(2)

“Consolidation” means a procedure of the character described in subparagraph (a) (2).

(3)

“Constituent corporation” means an existing corporation that is participating in the merger or consolidation with one or more other corporations.

(4)

“Surviving corporation” means the constituent corporation into which one or more other constituent corporations are merged.

(5)

“Consolidated corporation” means the new corporation into which two or more constituent corporations are consolidated.

(6)

“Constituent entity” means a domestic or foreign corporation or other business entity, that is participating in the merger or consolidation with one or more domestic or foreign corporations.

(7)

“Other business entity” means any person other than a natural person, general partnership (including any registered limited liability partnership or registered foreign limited liability partnership) or a domestic or foreign business corporation.

(8)

“Person” means any association, corporation, joint stock company, estate, general partnership (including any registered limited liability partnership or foreign limited liability partnership), limited association, limited liability company (including a professional service limited liability company), foreign limited liability company (including a foreign professional service limited liability company), joint venture, limited partnership, natural person, real estate investment trust, business trust or other trust, custodian, nominee or any other individual or entity in its own or any representative capacity.

(c)

One or more domestic corporations and one or more other business entities, or one or more foreign corporations and one or more other business entities may as provided by any other applicable statute and this chapter:

(1)

Merge into a single domestic or foreign corporation or other business entity, which shall be one of the constituent entities; or

(2)

Consolidate into a single domestic or foreign corporation or other business entity, which shall be a new domestic or foreign corporation or other business entity to be formed pursuant to the consolidation.

Source: Section 901 — Power of merger or consolidation, https://www.­nysenate.­gov/legislation/laws/BSC/901 (updated Sep. 22, 2014; accessed Oct. 26, 2024).

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Accessed:
Oct. 26, 2024

Last modified:
Sep. 22, 2014

§ 901’s source at nysenate​.gov

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