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Texas Business Organizations Code - Section 21.452. Approval Of Merger

Legal Research Home > Texas Laws > Business Organizations Code > Texas Business Organizations Code - Section 21.452. Approval Of Merger

§ 21.452. APPROVAL OF MERGER.  (a) A corporation that is a 
party to the merger under Chapter 10 must approve the merger by 
complying with this section.
	(b)  The board of directors of the corporation shall adopt a 
resolution that:
		(1)  approves the plan of merger;  and                                        
		(2)  if shareholder approval of the merger is required 
by this subchapter:  
			(A)  recommends that the plan of merger be 
approved by the shareholders of the corporation;  or
			(B)  directs that the plan of merger be submitted 
to the shareholders for approval without recommendation if the 
board of directors determines for any reason not to recommend 
approval of the plan of merger.
	(c)  Except as otherwise provided by this subchapter or 
Chapter 10, the plan of merger shall be submitted to the 
shareholders of the corporation for approval as provided by this 
subchapter.  The board of directors may place conditions on the 
submission of the plan of merger to the shareholders.
	(d)  If the board of directors approves a plan of merger 
required to be approved by the shareholders of the corporation but 
does not adopt a resolution recommending that the plan of merger be 
approved by the shareholders, the board of directors shall 
communicate to the shareholders the reason for the board's 
determination to submit the plan of merger without a 
recommendation.
	(e)  Except as provided by Chapter 10 or Sections 
21.457-21.459, the shareholders of the corporation shall approve 
the plan of merger as provided by this subchapter.
	(f)  If after adoption of a resolution under Subsection 
(b)(2) the board of directors of the corporation determines that 
the plan of merger is not advisable, the plan of merger may be 
submitted to the shareholders of the corporation with a 
recommendation that the shareholders not approve the plan of 
merger.
	(g)  A plan of merger for a corporation may include a 
provision requiring that the plan of merger be submitted to the 
shareholders of the corporation regardless of whether the board of 
directors determines, after adopting a resolution or making a 
determination under this section, that the plan of merger is not 
advisable and recommends that the shareholders not approve the plan 
of merger.

Acts 2003, 78th Leg., ch. 182, § 1, eff. Jan. 1, 2006.  Amended by 
Acts 2005, 79th Leg., ch. 64, § 61, eff. Jan. 1, 2006.

Last modified: August 11, 2007