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Series 79: M&A, Tender Offers & Restructuring
Series 79 practice questionmediumSqueeze-Out Mergers and Appraisal Rights

Under Delaware General Corporation Law Section 253, a parent corporation that owns at least what percentage of a subsidiary's outstanding stock may effect a short-form merger without a vote of the subsidiary's shareholders?

  1. A50%
  2. B67%
  3. C80%
  4. D90%✓ Correct answer
Explanation

Why D90%

Under DGCL Section 253, a parent corporation that owns at least 90% of the outstanding shares of each class of a subsidiary's stock may effect a short-form merger by board resolution alone, without a vote of the subsidiary's shareholders or the subsidiary's board. This is a powerful tool for completing the final step of a two-step acquisition (tender offer followed by back-end merger). However, minority shareholders still retain appraisal rights to challenge the fairness of the price.

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