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Short Form Merger Agreement Template for United States

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Key Requirements PROMPT example:

Short Form Merger Agreement

"Need a Short Form Merger Agreement for our tech company's acquisition of a 95%-owned software development subsidiary in California, with specific provisions for employee retention and IP transfer, to be completed by March 2025."

Document background
The Short Form Merger Agreement is specifically designed for situations where a parent corporation seeks to merge with a subsidiary in which it already owns 90% or more of the outstanding shares. This type of agreement, commonly used under U.S. corporate law (particularly Delaware law), provides a simplified alternative to traditional merger processes. It eliminates the need for shareholder meetings and votes, thereby reducing time and costs. The document typically covers merger mechanics, share conversion, treatment of minority shareholders, and various corporate governance matters. It's particularly useful for corporate restructuring, simplifying corporate structures, or completing the final step of an acquisition.
Suggested Sections

1. Parties: Identification of parent and subsidiary corporations involved in merger

2. Background: Context of the merger and ownership structure

3. Definitions: Key terms used throughout the agreement

4. The Merger: Core terms of the merger including effective time and surviving entity

5. Treatment of Securities: Handling of shares, options, and other securities

6. Closing Conditions: Requirements for merger completion

7. Representations and Warranties: Basic corporate authority and power to execute

Optional Sections

1. Employee Matters: Treatment of employees post-merger - include when employment arrangements need specific attention

2. Tax Matters: Tax treatment of the merger - include when tax implications require specific structuring

3. Transition Services: Post-closing operational support - include when ongoing services between parties are needed

Suggested Schedules

1. Certificate of Merger: Official document to be filed with Secretary of State

2. Surviving Entity Governance Documents: Updated bylaws or operating agreement of surviving entity

3. Required Regulatory Approvals: List of necessary governmental approvals

4. Outstanding Securities Schedule: Detailed list of shares and other securities affected

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈ˰æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

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Industries

Delaware General Corporation Law �� 253: Key statute governing short-form mergers for Delaware corporations, allowing parent companies owning at least 90% of a subsidiary to merge without shareholder vote

Securities Exchange Act of 1934: Federal law governing securities trading and public company requirements, including disclosure obligations during mergers

Hart-Scott-Rodino Act: Federal antitrust legislation requiring companies to file pre-merger notifications for transactions meeting certain thresholds

Securities Act of 1933: Federal law governing securities registration and anti-fraud provisions in securities transactions, including merger-related securities issuances

State Corporate Laws: Relevant state-specific statutes governing corporate mergers, corporate governance, and state securities regulations ('Blue Sky' laws)

SEC Regulations: Federal regulatory framework overseeing public company mergers, including disclosure requirements and filing obligations

Antitrust Regulations: Department of Justice and Federal Trade Commission requirements for merger review and competitive impact assessment

Internal Revenue Code: Federal tax provisions affecting merger structure, including requirements for tax-free reorganizations and tax implications of the transaction

WARN Act: Federal law requiring advance notification of significant employment losses in certain merger situations

Employee Benefit Laws: Regulations governing the treatment of employee benefits, pension plans, and other compensation arrangements in merger transactions

Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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