Oregon Statutes 60.487 – Action on plan of merger or share exchange
(1) After adopting a plan of merger or share exchange, the board of directors of each corporation party to the merger and the board of directors of the corporation whose shares will be acquired in the share exchange, shall submit the plan of merger, except as provided in subsection (7) of this section, or share exchange for approval by its shareholders.
Terms Used In Oregon Statutes 60.487
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of incorporation: means the articles described in ORS § 60. See Oregon Statutes 60.001
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Distribution: means a direct or indirect transfer of money or other property, except of a corporation's own shares, or a corporation's incurrence of indebtedness to or for the benefit of the corporation's shareholders in respect of any of the corporation's shares, in the form of a declaration or payment of a dividend, a purchase, redemption or other acquisition of shares, a distribution of indebtedness, or otherwise. See Oregon Statutes 60.001
- Entity: means a corporation, foreign corporation, nonprofit corporation, profit or nonprofit unincorporated association, business trust, partnership, two or more persons that have a joint or common economic interest, any state, the United States, a federally recognized Native American or American Indian tribal government and any foreign government. See Oregon Statutes 60.001
- Share: means a unit into which the proprietary interest in a corporation is divided. See Oregon Statutes 60.001
- Shareholder: means a person in whose name a share is registered in the records of a corporation or the beneficial owner of a share to the extent of the rights granted by a nominee certificate on file with a corporation. See Oregon Statutes 60.001
- Voting group: means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Oregon Statutes 60.001
(2) For a plan of merger or share exchange to be approved:
(a) The board of directors shall direct by resolution that the plan of merger or share exchange be submitted to a vote at a meeting of shareholders, which may be either an annual or a special meeting; and
(b) The shareholders entitled to vote must approve the plan.
(3) The board of directors may condition its submission of the proposed merger or share exchange on any basis.
(4) The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders’ meeting in accordance with ORS § 60.214. The notice must also state that the purpose, or one of the purposes, of the meeting is to consider the plan of merger or share exchange and contain or be accompanied by a copy or summary of the plan.
(5) Unless this chapter, the articles of incorporation or the board of directors, acting pursuant to subsection (3) of this section, requires a greater vote or a vote by voting groups, the plan of merger or share exchange to be authorized shall be approved by each voting group entitled to vote separately on the plan by a majority of all the votes entitled to be cast on the plan by that voting group.
(6) Separate voting by voting groups is required:
(a) On a plan of merger if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation, would require action by one or more separate voting groups on the proposed amendment under ORS § 60.441, except that separate voting by a voting group is not required if:
(A) Under the plan of merger, the shares that constitute the voting group are to be converted into shares, obligations, other securities, cash or other property with a value at least equal to the value the shares would receive in a liquidation of the corporation. For purposes of determining the value the shares would receive in a liquidation of the corporation, the value of property available for distribution to all shareholders in the liquidation shall be assumed to be equal to the total value of shares, obligations, other securities, cash or other property into which all shares of the corporation are to be converted under the plan of merger; or
(B) The articles of incorporation provide that the voting group is not entitled to vote separately on a plan of merger; and
(b) On a plan of share exchange by each class or series of shares included in the exchange, with each class or series constituting a separate voting group.
(7) Action by the shareholders of the surviving corporation on a plan of merger is not required if:
(a) The articles of incorporation of the surviving corporation will not differ, except for amendments enumerated in ORS § 60.434, from its articles before the merger;
(b) Each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations and relative rights, immediately after;
(c) The number of voting shares outstanding immediately after the merger, plus the number of voting shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than 20 percent the total number of voting shares of the surviving corporation outstanding immediately before the merger; and
(d) The number of participating shares outstanding immediately after the merger, plus the number of participating shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than 20 percent the total number of participating shares outstanding immediately before the merger.
(8) As used in subsection (7) of this section:
(a) ‘Participating shares’ means shares that entitle their holders to participate without limitation in distributions.
(b) ‘Voting shares’ means shares that entitle their holders to vote unconditionally in elections of directors.
(9) After a merger or share exchange is authorized, and at any time before articles of merger or share exchange are filed, the planned merger or share exchange may be abandoned, subject to any contractual rights, without further shareholder action, in accordance with the procedure set forth in the plan of merger or share exchange or, if none is set forth, in the manner determined by the board of directors.
(10) If a party to a plan of merger is a business entity other than a corporation, approval of the plan, and abandonment of the plan after approval, shall be in accordance with the statutes governing that business entity. [1987 c.52 § 117; 1989 c.1040 § 28; 1991 c.883 § 10; 1993 c.403 § 7; 1999 c.362 § 12]