
Charles H. Friedrich, III
Partner
201-896-7031 cfriedrich@sh-law.comFirm Insights
Author: Charles H. Friedrich, III
Date: December 13, 2017
Partner
201-896-7031 cfriedrich@sh-law.comNegotiating the terms of a merger or acquisition is often the most time-consuming and complex aspect of the transaction. As a result, businesses often overlook the details, such as verifying that they have satisfied their statutory obligations under New Jersey law.
Pursuant to N.J.S.A. 14A:10-1, any two or more domestic corporations, or any one or more domestic corporations and any one or more other business entities (including, among others, partnerships and limited liability companies), may merge into one of such corporations or other business entities pursuant to a plan of merger that contains the following information:
Once such board approval has been obtained, the plan of merger must be submitted to a vote at a meeting of shareholders. In most cases, the plan must be approved by a majority of the votes cast by the holders of shares of each corporation entitled to vote. This required shareholder vote may also be taken without a meeting, but only if (a) all shareholders consent thereto in writing or (b) all shareholders entitled to vote consent thereto in writing and 20-days prior written notice of the action to be taken is given to all other shareholders.
Each corporation must execute a certificate of merger which must state the following:
The executed original and a copy of the certificate of merger must then be filed with the New Jersey Filing Office. The merger will become effective upon the date of the filing or at a later time designated by the parties, but not to exceed 90 days after the date of filing.
Additional requirements must be met if the surviving corporation or other business entity is not a New Jersey corporation or other business entity and is not qualified to do business in New Jersey, including the requirement that a tax clearance certificate be obtained from the New Jersey Division of Revenue for each constituent corporation or other business entity that is registered in New Jersey.
If you have any questions or if you would like to discuss the matter further, please contact me, Charles Friedrich, at 201-806-3364.
No Aspect of the advertisement has been approved by the Supreme Court. Results may vary depending on your particular facts and legal circumstances.
While filing annual reports may seem like a nuisance, failing to do so can have significant ramifications. These include fines, reputational harm, and interruption of your business operations. In basic terms, “admin dissolution for annual report” means that a company is dissolved by the government. This happens because it failed to submit its annual report […]
Author: Dan Brecher
Antitrust laws are designed to ensure that businesses compete fairly. There are three federal antitrust laws that businesses must navigate. These include the Sherman Act, the Federal Trade Commission Act, and the Clayton Act. States also have their own antitrust regimes. These may vary from federal regulations. Understanding antitrust litigation helps businesses navigate these complex […]
Author: Robert E. Levy
If you’re considering closing your business, it’s crucial to understand that simply shutting your doors does not end your legal obligations. Unless you formally dissolve your business, it continues to exist in the eyes of the law—leaving you exposed to ongoing liabilities such as taxes, compliance violations, and potential lawsuits. Dissolving a business can seem […]
Author: Christopher D. Warren
Contrary to what many people think, corporate restructuring isn’t all doom and gloom. Revamping a company’s organizational structure, corporate hierarchy, or operations procedures can help keep your business competitive. This is particularly true during challenging times. Corporate restructuring plays a critical role in modern business strategy. It helps companies adapt quickly to market changes. Following […]
Author: Dan Brecher
Cryptocurrency intimidates most people. The reason is straightforward. People fear what they do not understand. When confusion sets in, the common reaction is either to ignore the subject entirely or to mistrust it. For years, that is exactly how most of the public and even many in law enforcement treated cryptocurrency. However, such apprehension changed […]
Author: Bryce S. Robins
Using chattel paper to obtain a security interest in personal property is a powerful tool. It can ensure lenders have a legal claim on collateral ranging from inventory to intellectual property. To reduce risk and protect your legal rights, businesses and lenders should understand the legal framework. This framework governs the creation, sale, and enforcement […]
Author: Dan Brecher
No Aspect of the advertisement has been approved by the Supreme Court. Results may vary depending on your particular facts and legal circumstances.
Consider subscribing to our Firm Insights mailing list by clicking the button below so you can keep up to date with the firm`s latest articles covering various legal topics.
Stay informed and inspired with the latest updates, insights, and events from Scarinci Hollenbeck. Our resource library provides valuable content across a range of categories to keep you connected and ahead of the curve.
Let`s get in touch!
Sign up to get the latest from the Scarinci Hollenbeck, LLC attorneys!