351.447. Corporation holding ninety percent of the shares of another may merge without election, when.
Corporation holding ninety percent of the shares of another maymerge without election, when.
351.447. 1. In any case in which at least ninety percent ofthe outstanding shares of each class of a corporation orcorporations is owned by another corporation and one of thecorporations is a domestic corporation and the other or othersare domestic corporations, or foreign corporations if the laws ofthe jurisdictions of their incorporation permit a corporation ofthat jurisdiction to merge with a corporation of anotherjurisdiction, the corporation having such share ownership mayeither merge the other corporation or corporations into itselfand assume all of its or their obligations, or merge itself, oritself and one or more of the other corporations, into one of theother corporations without any vote of the shareholders of anydomestic corporation, in which event the articles of merger shallstate that the plan of merger has been adopted pursuant to thissection and shall set forth the resolution of the board ofdirectors of the parent corporation approving the plan of mergerand the date of adoption of the resolution and shall state thatthe parent corporation is in compliance with the ninety percentownership requirement of this section and will maintain at leastninety percent ownership until the issuance of the certificate ofmerger by the secretary of state; provided, however, that if theparent corporation shall not own all of the outstanding shares ofall the subsidiary corporations, parties to a merger asaforesaid, the plan of merger shall set forth the securities,cash, property, or rights to be issued, paid, delivered orgranted by the surviving corporation upon surrender of each shareof the subsidiary corporation or corporations not owned by theparent corporation; and provided further, that if the parentcorporation is not the surviving corporation, the plan of mergershall include provision for the pro rata issuance of shares ofthe surviving corporation to the holders of the shares of theparent corporation on surrender of the certificates therefor, andthe articles of merger shall state that the proposed merger hasbeen approved by receiving the affirmative vote of the holders ofat least two-thirds of the outstanding shares of the parentcorporation entitled to vote thereon at a meeting thereof dulycalled and held, or the articles of merger shall state that inlieu of such required voting, the proposed merger has beenapproved by the directors of each of the corporations, that therights and benefits of the shareholders as set forth in section351.093 are the same, and that the surviving corporation issolvent and will retain the name of the parent. If the survivingcorporation is a foreign corporation, the provisions of section351.458 shall also apply to a merger under this section.
2. If the surviving corporation is a domestic corporation,it may change its corporate name by the inclusion of a provisionto that effect in the plan of merger adopted by the directors ofthe parent corporation, and upon the effective date of the mergerthe name of the corporation shall be so changed if the name isavailable.
3. In the event all of the shares of a subsidiary domesticcorporation party to a merger effected under this section are notowned by the parent corporation immediately prior to the merger,the surviving corporation shall, within ten days after theeffective date of the merger, notify each shareholder of thesubsidiary domestic corporation that the merger has becomeeffective. The notice shall be sent by certified or registeredmail, return receipt requested, addressed to the shareholder athis address as it appears on the records of the corporation. Anyshareholder of the subsidiary domestic corporation may, withintwenty days after the date of mailing of the notice, demand inwriting from the surviving corporation payment of the value ofhis shares immediately prior to the merger exclusive of anyelement of value arising from the expectation or accomplishmentof the merger. If during a period of thirty days after theperiod of twenty days the surviving corporation and any objectingshareholder fail to agree as to the value of the shares, then theprovisions of subsection 3 of section 351.455 shall apply, exceptthat the judgment shall be for the value of the sharesimmediately prior to the merger as provided in the precedingsentence.
4. The provisions of section 351.455 shall apply to a mergereffected under this section only to the limited extent providedin subsection 3 of this section.
(L. 1977 S.B. 115, A.L. 1979 S.B. 216, A.L. 1985 H.B. 117)(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.).