Any two or more domestic corporations may merge into one of the corporations pursuant to a plan of merger approved in the manner provided in the Business Corporation Act. The board of directors of each corporation shall, by resolution adopted by each such board, approve a plan of merger setting forth:
A. the names of the corporations proposing to merge, and the name of the corporation into which they propose to merge, which is hereinafter designated as the "surviving corporation";
B. the terms and conditions of the proposed merger;
C. the manner and basis of converting the shares of each corporation into shares, obligations or other securities of the surviving corporation or of any other corporation or, in whole or in part, into cash or other property;
D. a statement of any changes in the articles of incorporation of the surviving corporation to be effected by the merger; and
E. other provisions with respect to the proposed merger as deemed necessary or desirable.
History: 1953 Comp., § 51-27-1, enacted by Laws 1967, ch. 81, § 68; 1973, ch. 153, § 1; 1975, ch. 64, § 33.
Compiler's notes. — This section is derived from Section 71 of the ABA Model Business Corporation Act.
Cross references. — For consolidation or merger of professional corporation, see 53-6-13 NMSA 1978.
Law reviews. — For article, "1975 Amendments to the New Mexico Business Corporation Act," see 6 N.M.L. Rev. 57 (1975).
For article, "1983 Amendments to the New Mexico Business Corporation Act and Related Statutes," see 14 N.M.L. Rev. 371 (1984).
Am. Jur. 2d, A.L.R. and C.J.S. references. — 19 Am. Jur. 2d Corporations §§ 2503, 2608, 2614, 2615.
Constitutional and statutory provisions relating to consolidation, merger, or reorganization of corporations as applicable retrospectively to corporation previously chartered, 131 A.L.R. 734.
Duty of corporate directors to exercise "informed" judgment in recommending responses to merger or tender offers, 46 A.L.R.4th 887.
"Golden parachute" defense to hostile corporate takeover, 66 A.L.R.4th 138.
Lockup option defense to hostile corporate takeover, 66 A.L.R.4th 180.
Standing of private party under § 16 of Clayton Act (15 U.S.C.S. § 26) to seek injunction to prevent merger or acquisition allegedly prohibited under § 7 of the act (15 U.S.C.S. § 18), 78 A.L.R. Fed. 159.
19 C.J.S. Corporations §§ 792 to 810.
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