Originally from:
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Hardcover
Advising Minnesota Corporations and Other Business Organizations - 2nd Edition - Electronic
Preview Page
CHAPTER 53
MERGERS AND REORGANIZATIONS
Section
§ 53.01 Mergers and Reorganizations
§ 53.02 Minnesota Takeover Law
§ 53.03 --Administration, Rules, and Orders
§ 53.04 --Injunctive Relief
§ 53.05 --Penalties
§ 53.06 --Civil Liabilities
§ 53.07 Antitrust Aspects
§ 53.08 Tax Aspects
§ 53.09 Methods of Blocking Mergers and Reorganizations
§ 53.01 Mergers and Reorganizations
Under Minnesota law, "[a]ny two or more corporations may merge,
resulting in a single corporation, with or without a business purpose,
pursuant to a plan of merger...."1 A corporation may also merge with a
limited liability company.2 References in Minnesota’s Plan of Merger or
Exchange Statute to "organizations" also refer to limited liability
companies when involved in a merger with a corporation.3
Corporations that want to merge must have a plan of merger and
merge pursuant to that plan.4 The plan must contain:
(1) the names of the constituent organizations proposing to merge
and the name of the surviving organization;
(2) the terms and conditions of the proposed merger;
(3) the manner and basis of converting the ownership interests of the
constituent organizations into securities of the surviving
organization or of any other organization, or, in whole or in part,
into money or other property;
(4) a statement of any amendments to the articles of incorporation or
organization the surviving organization proposed as part of the
merger; and
(5) any other provisions with respect to the merger that are deemed
necessary or desirable.5
Roger J. Magnuson is a Partner at Dorsey and Whitney, LLP, where he serves as Head of the National Strategic Litigation Group and has practiced since 1973. He has been recognized as one of the top trial lawyers in the United States by major national and international publications, including Chambers International Guide to American Lawyers, which profiles the top 500 trial lawyers in the United States, Best Lawyers in America, Who's Who in American Law, and Who's Who in America. Mr. Magnuson was also recognized by a Journal of Law and Politics' survey for Judge's Choice "Wins Most Cases."
Some high profile cases that he has litigated include representation of the Florida Senate in the Bush v. Gore election controversy in 2000; and representation of the Plaintiffs in the widely publicized and studied Mall of America case. For several years he has represented, among other persons and entities, the Minnesota Twins and Major League Baseball principals and players in litigation; and has litigated national and local cases in federal and state court venues. He has appealed before the Supreme Court in a number of cases; as well as the Minnesota Supreme Court. He has authored several articles and 7 books.
Richard A. Saliterman is a Principal in Saliternan & Siefferman P.C., a full-service firm in Minneapolis established in 1976. Mr. Saliterman is a leading expert on corporate business matters, and is the author of several publications on business start-ups, franchises, and trademarks. Mr. Saliterman is the former National Judge Advocate for the U.S. Navy League, based in Washington D.C.
Contributing Editor:
Amanda Chang
Contributing Authors:
Alecia Anderson
Seth Back
John Baker
Shannon Berg
Constatin Burachek
Benjamin Carpenter
Ryan Check
Carl Christensen
Peter Fear
Michael Frasier
Aaron Hall
Catherine Hanson
Paul Harman
Amy Ithlan
Michael Kern
Chris Kuhlman
