N.Y. Business Corporation Law § 905: Merger of parent and subsidiary corporations

§ 905. Merger of parent and subsidiary corporations.

(a) Any domestic corporation owning at least ninety percent of the

outstanding shares of each class of another domestic corporation or

corporations may either merge such other corporation or corporations

into itself without the authorization of the shareholders of any such

corporation or merge itself and one or more of such other corporations

into one of such other corporations with the authorization of the parent

corporation's shareholders in accordance with paragraph (a) of section

903 (Authorization by shareholders). In either case, the board of such

parent corporation shall adopt a plan of merger, setting forth:

(1) The name of each corporation to be merged and the name of the

surviving corporation, and if the name of any of them has been changed,

the name under which it was formed.

(2) The designation and number of outstanding shares of each class of

each corporation to be merged and the number of such shares of each

class, if any, owned by the surviving corporation; and if the number of

any such shares is subject to change prior to the effective date of the

merger, the manner in which such change may occur.

(3) The terms and conditions of the proposed merger, including the

manner and basis of converting the shares of each subsidiary corporation

to be merged not owned by the parent corporation into shares, bonds or

other securities of the surviving corporation, or the cash or other

consideration to be paid or delivered in exchange for shares of each

such subsidiary corporation, or a combination thereof.

(4) If the parent corporation is not the surviving corporation,

provision for the pro rata issuance of shares of the surviving

corporation to the shareholders of the parent corporation on surrender

of any certificates therefor.

(5) If the parent corporation is not the surviving corporation, a

statement of any amendments or changes in the certificate of

incorporation of the surviving corporation to be effected by the merger.

(6) Such other provisions with respect to the proposed merger as the

board considers necessary or desirable.

(b) If the surviving corporation is the parent corporation, a copy of

such plan of merger or an outline of the material features thereof shall

be given, personally or by mail, to all holders of shares of each

subsidiary corporation to be merged not owned by the parent corporation,

unless the giving of such copy or outline has been waived by such

holders.

(c) A certificate of merger, entitled "Certificate of merger of .....

into ..... (names of corporations) under section 905 of the Business

Corporation Law", shall be signed and delivered to the department of

state by the surviving corporation. If the surviving corporation is the

parent corporation and such corporation does not own all shares of each

subsidiary corporation to be merged, such certificate shall be delivered

not less than thirty days after the giving of a copy or outline of the

material features of the plan of merger to shareholders of each such

subsidiary corporation, or at any time after the waiving thereof by the

holders of all of the outstanding shares of each such subsidiary

corporation not owned by the surviving corporation. The certificate

shall set forth:

(1) The statements required by subparagraphs (a) (1), (2), (4) and (5)

of this section.

(2) The effective date of the merger if other than the date of filing

of the certificate of merger by the department of state.

(3) The date when the certificate of incorporation of each constituent

corporation was filed by the department of state.

(4) A statement that the plan of merger was adopted by the board of

directors of the parent corporation.

(5) If the surviving corporation is the parent corporation and such

corporation does not own all the shares of each subsidiary corporation

to be merged, either the date of the giving to holders of shares of each

such subsidiary corporation not owned by the surviving corporation of a

copy of the plan of merger or an outline of the material features

thereof, or a statement that the giving of such copy or outline has been

waived, if such is the case.

(6) If the parent corporation is not the surviving corporation, a

statement that the proposed merger has been approved by the shareholders

of the parent corporation in accordance with paragraph (a) of section

903 (Authorization by shareholders).

(d) The surviving corporation shall thereafter cause a copy of such

certificate, certified by the department of state, to be filed in the

office of the clerk of each county in which the office of a constituent

corporation, other than the surviving corporation, is located, and in

the office of the official who is the recording officer of each county

in this state in which real property of a constituent corporation, other

than the surviving corporation, is situated.

(e) Paragraph (b) of section 903 (Authorization by shareholders) shall

apply to a merger under this section.

(f) The right of merger granted by this section to certain

corporations shall not preclude the exercise by such corporations of any

other right of merger or consolidation under this article.