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Topic: Corporate merger

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	California Business Portal - Corporations - Mergers (Site not responding. Last check: 2007-11-02)
		In cases where the party surviving the merger is a foreign corporation and the merger filing is made in accordance with the laws of foreign jurisdiction, the merger proceedings are nevertheless subject to shareholder approval and dissenters rights with respect to disappearing California corporations.
		A merger of a domestic corporation with a foreign corporation is subject to authorization to effect such a merger under the laws of the state of incorporation of the foreign constituent corporation.
		To effect the merger, generally there must be filed with the Secretary of State a copy of the Agreement of Merger and an officers' certificate (as defined by Corporations Code section 5062 or 12241) for the surviving corporation and for each disappearing corporation.
	www.ss.ca.gov /business/corp/corp_mrgcorp.htm (1919 words)

	Corporate Merger (Site not responding. Last check: 2007-11-02)
		A merger can resemble a takeover but result in a new company name (often combining the names of the original companies) and in new branding; in some cases, terming the combination a "merger" rather than an acquisition is done purely for political or marketing reasons.
		The mechanics of a reverse merger are as follows: a publicly traded but dormant company, called a shell company, offers to buy out the active private company by issuing enough stock to the private company so that after the transaction, the private company will own 90% or more of the total shares outstanding.
		For example, the doctrine of merger prevents one from being convicted of attempted murder and murder because all of the elements of attempted murder are included in the crime of murder.
	www.wwwtln.com /finance/54/corporate-merger.html (1030 words)

	MCI - Wikipedia, the free encyclopedia
		The corporation is the result of the merger of WorldCom (formerly known as LDDS) and MCI Communications, and used the name MCI WorldCom before taking its current name on April 14, 2003 as part of the corporation's emergence from bankruptcy.
		On October 5, 1999 Sprint Corporation and MCI WorldCom announced a $129 billion dollar merger agreement between the two companies.
		The merger would have put ATandT in the number two spot of the largest communications companies in the US for the first time in history.
	en.wikipedia.org /wiki/Worldcom (1131 words)

	Law Firm of Pepper Hamilton LLP \| Publications
		The agreement of merger must be submitted to stockholders of each constituent corporation at an annual or special meeting and approved by holders of a majority of the outstanding stock of the corporation entitled to vote on the merger (or such other percentage as the certificate of incorporation of each corporation shall require).
		If the parent corporation is not the surviving company in the merger, (i) the parent corporation’s resolution approving the merger must include a provision for the pro rata distribution of stock in the surviving company to stockholders of the parent corporation and (ii) the parent corporations stockholders must approve the merger.
		First, the merger must be expressly conditioned upon a majority of the minority vote; the mere fortuity of receiving such a vote where it is not required (and hence where approval of the merger by the majority shareholder is assured) will not shift the burden of proof.
	www.pepperlaw.com /pepper/publications_article.cfm?rid=337.0 (5442 words)

	[No title]
		Whether a plaintiff who traded in a corporation's stock on a securities exchange after the issuance of a materially false statement by the corporation is entitled to a rebuttable presumption that he relied on the market price in so trading.
		The courts that have held that merger activity is not material until an "agreement in principle" is reached have done so not because they view all prior merger activity as unimportant to a reasonable investor but because of three concerns about the consequences of earlier disclosure.
		A merger is often such a significant event that, even where agreement is far from certain, the existence of merger activity may be material to investors.
	www.usdoj.gov /osg/briefs/1986/sg860083.txt (7467 words)

	[No title]
		Requests Concerning The MCI WorldCom-Sprint Merger Generally: TDI requests that the FCC ensure that MCI WorldCom-Sprint is committed to either maintaining the present level, or increasing the level, of funding for research and development (R&D) within the merged organization.
		Corporate mergers frequently result in a reduction of total operating costs in order to maximize profits, and this all too often includes a reduction in R&D funding.
		Requests Concerning The MCI WorldCom-Sprint Merger Specifically Focused On The Merged Corporate Entity As A TRS Provider: TDI requests that the FCC ensure that the provision of TRS by the merged corporate entity be of the highest quality level, consistent with the excellent services that Sprint has provided during the past.
	www.fcc.gov /cgb/dro/statement_of_requests.doc (1006 words)

	(DV) Mills: It' the Corporate State, Stupid
		The structure of fascism is the union, marriage, merger or fusion of corporate economic power with governmental power.
		Failing to understand fascism, as the consolidation of corporate economic and governmental power in the hands of a few, is to completely misunderstand what fascism is. It is the consolidation of this power that produces the demagogues and regimes we understand as fascist ones.
		It is only when one begins to view fascism as the merger of corporate power and state power that it is easy to see how most of the other thirteen characteristics Britt describes are produced.
	www.dissidentvoice.org /Nov2004/Mills1110.htm (1020 words)

	Leveraged Management Buyouts (Site not responding. Last check: 2007-11-02)
		This scholarly book provides a rationale as to why specific companies that appear to be on the brink of corporate collapse are taken over rather than entering into receivership or liquidation.
		This book helped to fill the gap by providing new empirical evidence for the UK corporate sector as well as a number of statistical models to investigate whether it was possible to discriminate between "distressed" acquired firms and ones that failed.
		The Liquidation/Merger Alternative helped to fill this gap by providing new empirical evidence for the UK corporate sector an a number of statistical models to investigate whether it was possible to discriminate between "distressed" acquired firms and ones that failed.
	www.beardbooks.com /the_liquidation_merger_alternative.html (508 words)

	merger on Encyclopedia.com
		Mergers may be of various types: A vertical merger integrates different types of businesses that may share a supplier-customer relationship; a horizontal merger brings together related businesses; an extensional merger.
		Mergers may be effected to increase profits and reduce losses through the reduction of competition, to diversify production, to protect against the liabilities of concentration in a single area, or to revive or rejuvenate failing businesses by the infusion of new management and personnel.
		Mergers for monopolistic purposes were among the unfair practices that the Sherman Antitrust Act (1890) and, more especially, the Clayton Antitrust Act (1914) attempted to correct.
	www.encyclopedia.com /html/m1/merger.asp (792 words)

	Corporate Express Investor Relations (Site not responding. Last check: 2007-11-02)
		Of the shares voted, an overwhelming 97.4 percent voted in favor of the merger, with 2.5 percent voting against the merger and 0.1 percent abstaining.
		Corporate Express, Inc. is a leading supplier of essential office and computer products and services to corporations that value innovative procurement solutions.
		Corporate Express currently operates in nearly 300 locations, including 89 distribution centers, and employs approximately 15,000 people in continuing operations in the United States, Australia, Canada, France, Italy, Germany, the United Kingdom, Switzerland, Ireland, New Zealand and the Netherlands.
	www.corporateexpress.com /press_99/press_102299.html (425 words)

	JVP.COM -Corporate Merger (Site not responding. Last check: 2007-11-02)
		Mergers, acquisitions and divestitures may present excellent business opportunities for any number of companies, but only if handled wisely.
		Companies, then, should become familiar with the merger, acquisition or divestiture process whether or not such a transaction is in their current plan.
		Furthermore, in some cases, a merger or an acquisition may simply be the better alternative; and, it may be the only possible alternative in others.
	www.jvp.com /corporate/merger.html (685 words)

	FindLaw - Agreement and Plan of Merger - WorldCom Inc. and MCI Communications Corp.
		The Merger shall become effective at such time as the Delaware Certificate of Merger is duly filed with the Delaware Secretary of State or at such subsequent time as WorldCom and MCI shall agree and be specified in the Delaware Certificate of Merger (the date and time the Merger becomes effective being the "Effective Time").
		The officers of MCI as of the Effective Time shall be the officers of the Surviving Corporation, until the earlier of their resignation or removal or otherwise ceasing to be an officer or until their respective successors are duly elected and qualified, as the case may be.
		The directors of Merger Sub as of the Effective Time shall be the directors of the Surviving Corporation until the earlier of their resignation or removal or otherwise ceasing to be a director or until their respective successors are duly elected and qualified.
	contracts.corporate.findlaw.com /agreements/worldcom/mci.mer.1997.11.09.html (4005 words)

	AGO_1951-53_No_158 (Site not responding. Last check: 2007-11-02)
		A corporate merger is not a transfer of property as contemplated in the real estate excise tax, and therefore such tax does not apply.
		Page 2]] therefore, whether the transaction either (1) as to the corporate entities, or (2) as to the stockholders, is contemplated as taxable by the real estate sales tax imposed by various counties, as authorized by chapter 11, Laws of 1951, 1st Ex.
		We therefore conclude a corporate merger is not such a transfer of assets so as to be within the "ordinary meaning" of a "sale." The terms of the statute discloses that it is not within any of the transactions specifically included in the term.
	www.atg.wa.gov /opinions/1951-53/opinion_1951-53_158.html (638 words)

	Toward a Framework of Corporate Merger Processes and Outcomes: A Behavioral Perspective # - Questia Online Library (Site not responding. Last check: 2007-11-02)
		Corporate mergers and acquisitions have reached record levels in the United States in recent decades.
		The merger mania of the 1980s has continued throughout the 1990s and into the 21st century, as the merger process itself has become more and more sophisticated and refined.
		Mergers may also occur for unstated psychological reasons such as the need of individual, self-seeking executives to exercise power or create a name for themselves.
	www.questia.com /PM.qst?a=o&d=5001905199 (551 words)

	Sidley Austin Brown & Wood \| Client Resources \| Association for Transportation Law, Logistics and Policy Association ...
		A completed corporate merger may be challenged on antitrust grounds under Section 7 of the Clayton Act, the U.S. Court of Appeals for the Eighth Circuit has ruled in a case involving a complaint challenging the merger of Northwest and Republic airlines more than ten years after its consummation.
		The plaintiffs claimed that the Northwest-Republic merger was anticompetitive and, in particular, that the merged carrier had unlawfully exercised enhanced market power by raising significantly airline fares in the Minneapolis St. Paul market, in which Northwest and Republic had been active competitors prior to their combination.
		In the court's view, a full corporate merger -- in which the separate legal identity and stock of the acquired firm are extinguished -- constituted the acquisition of the "whole" of its stock or assets under Section 7.
	www.sidley.com /news/pub.asp?PubID=104349542000 (1393 words)

	HB282 - CORPORATE MERGER - Clayton, Robert
		HB 282 -- CORPORATE MERGER This bill clarifies that a vote of shareholders is not required for a holding company reorganization under Section 351.448, RSMo, unless the corporation's articles of incorporation expressly require a vote with a specific reference to the section.
		HB 282 -- CORPORATE MERGER (Clayton) This bill clarifies that a vote of shareholders is not required for a holding company reorganization under Section 351.448 unless the corporation's articles of incorporation expressly require a vote with a specific reference to the section.
		HB 282 -- Corporate Merger Sponsor: Clayton This bill clarifies that a vote of shareholders is not required for a holding company reorganization under Section 351.448 unless the corporation's articles of incorporation expressly require a vote with a specific reference to the section.
	www.house.state.mo.us /bills99/bills99/HB282.HTM (290 words)

	Dangerous Pursuits: Mergers and Acquisitions in the Age of Wall Street (Site not responding. Last check: 2007-11-02)
		It is a veritable feeding frenzy, a turning and churning of corporate paper that is diverting American entrepreneurship from the task of creating new wealth, new jobs, and increased competitiveness in world markets.
		And it captures the excited hoopla as the media follow each daring move and countermove among the fighting corporate titans.
		Anyone suffering a lecture on the benign wonders of the modern merger and takeover game should ask the speaker in a rude way if he has read this book.
	www.beardbooks.com /dangerous_pursuits.html (635 words)

	Employee Newsletter Tips: Communicating a corporate downsizing, merger or acquisition
		Although you can't totally eliminate the uncomfortable feelings employees have during these times of corporate chaos, there is a tool you can use to help employees cope with the rapid changes: your employee newsletter.
		Because most employee communications departments are bombarded with increased workloads during a downsizing, merger or acquisition, many companies hire an outside firm to help with the writing and production of the new newsletter or special section.
		When you have a major corporate shake-up to announce, it's obvious that you should tell your employees before releasing it to the outside world.
	companynewsletters.com /downsize.htm (1281 words)

	Corporate Express Investor Relations
		As a result of the transaction, Corporate Express, Inc. is now a wholly owned subsidiary of Buhrmann, and will cease trading under the ticker symbol CEXP on Nasdaq today.
		Corporate Express has posted on its Internet website (www.CorporateExpress.com) information for shareholders explaining the procedure for exchanging stock certificates for the merger consideration of $9.70 per share.
		Corporate Express, A Buhrmann Company, is the leading supplier of essential office and computer products and services to corporations that value innovative procurement solutions.
	www.corporate-express.com /press_99/press_102899.html (664 words)

	Media Conglomerates, Mergers, Concentration of Ownership - Global Issues
		While corporate media per se may not be a bad thing, it is when there is a concentration of ownership that there is a risk of increased economic and political influence that can be somewhat unaccountable, which is of concern.
		It was understood that corporations which have control of a total process, from raw material to fabrication to sales, also have few motives for genuine innovation and the power to seize out anyone else who tries to compete.
		In this respect, as the mainstream media is more corporate owned, the same market pressures that affect those companies, affect the media as well and hence, the media itself is largely driven by the forces of the market.
	www.globalissues.org /HumanRights/Media/Corporations/Owners.asp (4833 words)

	CUES - Management Magazine
		Most notably, corporate credit unions have been regionalizing their business through mergers, a trend that many say is still going strong among the 31 corporate credit unions in the U.S. One corporate credit union reaping the benefits of regionalizing across state boundaries is SunCorp Corporate Credit Union, based in Westminster, Colo.
		Corporate credit unions continue to grow not only through mergers but also through the business and strength of their membership, noted the Association of Corporate Credit Unions in an April 2003 newsletter.
		So, mergers are not easy, but if you do it right and maintain good communication and focus throughout, a merger doesn't have to be a daunting process," he stresses.
	www.cues.org /pls/enetrixcues/!cues1.main?section_id_in=3069489&top_category_id_in=3071923&this_object_id_in=3115616&this_object_type_in=page&this_parent_category_id_in=3072658&proc_this_object_type_in=page&proc_this_parent_category_id_in=3072658&proc_this_object_id_in=3115616&proc_top_category_id_in=&proc_to_call_in=cues1.mgmt_mag_template&proc_param1=y&proc_param2=n (2498 words)

	Corporate Finance, Merger Integration, strategic and financial rationale for mergers and acquisitions, UK - Deloitte & ...
		Estimates from most reliable sources indicate that between 50-70% of mergers fail to deliver shareholder value after the deal.
		Our Merger Integration Service team has direct experience of managing over 80 large, complex programmes on a global basis across all industry sectors.
		Mergers must be led by senior management and a talented integration director
	www.deloitte.com /dtt/section_node/0,2332,sid=3718,00.html (374 words)

	[No title] (Site not responding. Last check: 2007-11-02)
		Initial news coverage of the recent corporate merger announcement between Boeing and McDonnell Douglas has been very positive, and treats the merger almost as if it is a fait accompli.
		After years of corporate takeovers and concentration in the defense industry, this is a merger too far.
		Much of the initial commentary on the merger has assumed that the deal is good for the economy as a whole.
	www.pogo.org /p/defense/mici/products/boemcdop.html (818 words)

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