Question

Reviewing: Mergers & Acquisitions Bonsetti to Sander 2 MOON In November 2012, Mario Borsetti and Rico Sanchez DI 40 incorporated Gnarly Vulcan Gear, Inc. (GVG), to manufacture windsurfing equipment. Bonseffi owned 600 percent and Sanchez owned 40 percent of the (20) corporation's stock, and both men served on the Board of Directors. In January 2014, Hula Boards, Inc., owned solely by Mai Jin Li, made a public offer to Bonsetti and Sanchez to buy GVG Stock. Hula offered 30 percent more than the market price per share for the GVG stock, and Bonsetti and Sanchez each sold 20 percent of their stock to Hula. Jin Li became the third member of the GVG Board of Directors. In April 2015, an irreconcilable dispute arose between Bonsetti and Sanchez over design modifications of their popular Baked Chameleon board. Sanchez and Jin Li voted to merge GVG with Hula Boards under the name Hula Boards, despite Bonsetti's dissent. GVG was dissolved, and production of the Baked Chameleon ceased.

Answer 1

Could the parties have used a short- form merger procedure in this situation? Why or why not?

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a could the parties merger procedure Why not? have used a short a form in this situation ? why (88) Reaju/rement . Answer wer: A short a form merger would not be possible in this case. The Revised model business corporation Art provides a procedure for the merger of a substantially owned subsidiary corporation into its parent. This short-form merger, coo) parent - subsidiary merger, can be accomplisted without the approval of the Shareholders of either corporation. But it can be used only when the parent owns at least 90% of the outstanding shares of the stock of the subsidiary. Here, the corporations are not in a parent - subsidiary relationship and so a short-form merger would not be possible.