Section 11 Short-Form Merger

• Library: Bus Trans 2005

A parent corporation owning at least 90% of the outstanding shares of each class of a subsidiary corporation’s outstanding stock may use the Short-Form Merger provisions to merge the two corporations, provided that both corporations are Missouri corporations or, if a foreign corporation is involved, that the laws of the state under which it is organized allow the foreign corporation to merge with a Missouri corporation. Section 351.447.1, RSMo 2000. A Short-Form Merger requires only a majority vote of the directors of the parent corporation to approve the plan of merger. No vote by the shareholders of any Missouri corporation is required. If the subsidiary is not a wholly owned subsidiary, the plan of merger adopted by the board of directors of the parent corporation must set forth the cash...