Question

The client is the Chairman of the Board of Directors of an Ohio corporation. The Board of Directors has decided to merge the corporation with another Ohio corporation. The client wants to know if shareholder approval is required for the merger. Identify the Ohio statute that governs this question, and what that statute provides concerning shareholder approval.

Answer 1

answer-

§ 1701.78. Merger or consolidation into domestic corporation is the statute that governs this question and Merger required approval and adoption of shareholders.

The vote required to adopt an agreement of merger or consolidation at a meeting of the shareholders of a domestic constituent corporation is the affirmative vote of the holders of shares of that corporation entitling them to exercise at least two-thirds of the voting power of the corporation on such proposal or such different proportion as the articles may provide, but not less than a majority, and such affirmative vote of the holders of shares of any particular class as is required by the articles of that corporation.

To effect the merger or consolidation, the agreement shall be approved by the directors of each domestic constituent corporation, adopted by the shareholders of each domestic constituent corporation, other than the surviving corporation in the case of a merger, at a meeting of the shareholders of each such corporation held for the purpose, and approved or otherwise authorized by or on behalf of each foreign constituent corporation in accordance with the laws of the state under which it exists.