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.
Title: Tennessee Resolution of Board of Directors of Corporation Authorizing Negotiations Concerning Merger Keywords: Tennessee Resolution, Board of Directors, Corporation, Negotiations, Merger Introduction: In Tennessee, a resolution of the board of directors plays a crucial role in authorizing negotiations concerning a merger for corporations. This formal document grants the board the necessary authority to initiate discussions with another party for the purpose of combining two entities. Below, we will explore the key components and types of Tennessee Resolutions of Board of Directors of Corporation Authorizing Negotiations Concerning Merger. 1. Basic Components of a Tennessee Resolution of Board of Directors: — Title: Clearly states that the resolution pertains to authorizing negotiations concerning a merger. — Date: Indicates when the resolution is adopted by the board. — Preamble: Provides a brief overview of the corporation considering a merger, outlining its goals and objectives. — Recitals: Enumerates the reasons and intentions for entering into merger negotiations. — Whereas Clauses: Presents legal grounds and justifications for the board's authority to conduct negotiations for a potential merger. — Resolved Clauses: Formally grants the board the power to pursue negotiations, set parameters, and establish a merger committee if necessary. — Signatures: Identifies board members and officers who approve and adopt the resolution. 2. Types of Tennessee Resolutions of Board of Directors of Corporation Authorizing Negotiations Concerning Merger: a. General Authorization Resolution: This type of resolution is employed when the board authorizes negotiations concerning a merger with a specific entity or any potential entity that meets predefined criteria. It grants the board broad discretion to explore various options and enter into negotiations, subject to regular reporting requirements. b. Specific Negotiation Authorization Resolution: In some cases, the board may need to pass a resolution that authorizes negotiations concerning a merger with a specific party. This resolution provides a more targeted approach, limiting negotiations to a specific entity or group of entities. c. Merger Committee Appointment Resolution: If the corporation anticipates complex merger negotiations, a resolution may be passed to establish a merger committee. This committee is responsible for overseeing the negotiations, conducting due diligence, and providing recommendations to the board. d. Authority Expansion Resolution: During the negotiation phase, circumstances may arise that require the board to expand its authority. This type of resolution enables the board to approve changes to previously established negotiation parameters or grant additional powers to the merger committee. Conclusion: The Tennessee Resolution of Board of Directors of Corporation Authorizing Negotiations Concerning Merger holds significant importance when considering mergers. It enables the board to take action, form committees if necessary, and sets the stage for conducting negotiations with potential partners. By utilizing various types of resolutions, corporations can adapt to the specific circumstances and requirements of their merger negotiations.
