Merger refers to the situation where one of the constituent corporations remains in being and absorbs into itself the other constituent corporation. It refers to the case where no new corporation is created, but where one of the constituent corporations ceases to exist, being absorbed by the remaining corporation. Generally the Board of Directors of each Corporation have to adopt a resolution authorizing a Plan of Merger and Agreement and the Shareholders of each Corporation have to approve the Plan and Agreement.
Connecticut Resolution of Board of Directors of Corporation Authorizing Negotiations Concerning Merger is a crucial document that authorizes the board of directors of a corporation to pursue and participate in merger negotiations. This resolution provides the legal framework and approval required for the board to initiate discussions with another company with the aim of merging or consolidating businesses. Here are some important points to consider when drafting such a resolution: 1. Title and identification: The resolution should be titled as "Connecticut Resolution of Board of Directors of [Corporation Name] Authorizing Negotiations Concerning Merger." Clearly identify the corporation that is initiating the negotiations. 2. Purpose and context: State the purpose of the resolution, explaining that it is being made to authorize and empower the board of directors to enter into discussions and negotiations regarding a potential merger. Provide a brief background on the reasons behind pursuing a merger and how it aligns with the corporation's strategic goals. 3. Authorized officers: Specify the individuals authorized by the board of directors to engage in negotiations on behalf of the corporation. This typically includes the president, CEO, or any other designated officers. Mention their roles and responsibilities during the negotiation process. 4. Scope of negotiations: Define the general scope of negotiations, outlining the permissible actions and range of authority granted to the authorized officers. This may include conducting due diligence, sharing confidential information, exploring valuation options, and discussing terms and conditions of the potential merger. 5. Confidentiality and non-disclosure: Emphasize the importance of maintaining confidentiality throughout the negotiation process. Include provisions that require the authorized officers to sign non-disclosure agreements with the other party involved. 6. Engagement of advisors: Grant approval to engage legal, financial, or other professional advisors to assist in the negotiations. Specify the maximum budget or fee arrangement for engaging such advisors, if necessary. 7. Reporting and updates: Establish reporting mechanisms between the authorized officers and the board of directors. Require periodic updates on the progress of negotiations, including any significant developments or potential roadblocks. 8. Board approval requirements: Indicate whether the final agreement resulting from the merger negotiations requires subsequent approval by the board of directors, shareholders, or any other governing body of the corporation. Include provisions that mandate further resolutions for approval before executing any binding agreements. Types of Connecticut Resolutions of Board of Directors of Corporation Authorizing Negotiations Concerning Merger can be categorized based on their focus, such as: a) General Connecticut Resolution of Board of Directors of Corporation Authorizing Negotiations Concerning Merger: This type of resolution grants a broad and comprehensive authorization for the board of directors to engage in merger negotiations. b) Specific Connecticut Resolution of Board of Directors of Corporation Authorizing Negotiations Concerning Merger: This type of resolution focuses on authorizing negotiations concerning a particular merger opportunity or a specific target corporation. It specifies the intended party or industry sectors for potential mergers. c) Conditional Connecticut Resolution of Board of Directors of Corporation Authorizing Negotiations Concerning Merger: This type of resolution outlines specific conditions or prerequisites that must be met before negotiations can commence. These conditions could include financial thresholds, regulatory approvals, or other legal requirements. Remember to consult legal professionals or corporate governance experts while drafting and finalizing any resolution to ensure compliance with Connecticut state laws and the corporation's governing documents.
