351.410. Merger procedure.
Merger procedure.
351.410. Any two or more domestic corporations may merge into one ofthe corporations in the following manner: The board of directors of eachcorporation shall approve a plan of merger and direct the submission of theplan to a vote at a meeting of shareholders. The plan of merger shall setforth:
(1) The names of the corporations proposing to merge, which areherein designated as the "constituent corporations", and the name of thecorporation into which they propose to merge, which is herein designated as"the surviving corporation";
(2) The terms and conditions of the proposed merger and the mode ofcarrying it into effect;
(3) The manner and basis of converting the shares of each mergingcorporation into cash, property, shares or other securities or obligationsof the surviving corporation, or (if any shares of any merging corporationare not to be converted solely into cash, property, shares or othersecurities or obligations of the surviving corporation) into cash,property, shares or other securities or obligations of any other domesticor foreign corporation, which cash, property, shares or other securities orobligations of any other domestic or foreign corporation may be in additionto or completely in lieu of cash, property, shares or other securities orobligations of the surviving corporation;
(4) A statement of any changes in the articles of incorporation ofthe surviving corporation to be effected by the merger;
(5) Such other provisions with respect to the proposed merger as aredeemed necessary or desirable.
(L. 1943 p. 410 § 62, A.L. 1961 p. 248, A.L. 1975 S.B. 14, A.L. 1979 S.B. 216, A.L. 2001 S.B. 288)Effective 7-01-01
(1996) When sections 351.410, 351.185 and 351.447, RSMo, are used in conjunction for a merger, the more specific statute overrides the general, and a vote is required. Kansas City Power & Light v. Western Resources, 939 F.Supp. 688 (W.D.Mo.).