TITLE IX - MERGER AND CONSOLIDATION

• Two or more corporations may merge into a single corporation which shall be one of the constituent corporations.

  TRUE
• Two or more corporations may consolidate into a new single corporation which shall be the consolidated corporation.

  TRUE
• It is a union whereby one or more existing corporations are absorbed by another corporation that survives and continues the combined business.

  MERGER
• It is the union of two or more existing entities to form a new entity called the consolidated corporation.

  CONSOLIDATION
• Merger or consolidation become effective upon the mere agreement of the constituent corporations.

  FALSE
• Ordinarily, in the merger of two or more existing corporations, one of the corporations survives and continues the combined business, while the rest are dissolved and all their rights, properties, and liabilities are acquired by the surviving corporation.

  TRUE
• Upon approval by majority vote of each of the board of directors or trustees of the constituent corporations of the plan of merger or consolidation, the same shall be submitted for approval by the stockholders or members of each of such corporations at separate corporate meetings duly called for the purpose.

  TRUE
• The affirmative vote of stockholders representing at least 2/3 of the outstanding capital stock of each corporation in the case of stock corporations or at least 2/3 of the members in the case of non-stock corporations shall be necessary for the approval of such plan.

  TRUE
• For a valid merger or consolidation, the approval by the SEC of the articles of merger or consolidation is required.

  TRUE
• If, upon investigation, the SEC has reason to believe that the proposed merger or consolidation is contrary to the provisions of the Corporation Code or existing laws, it shall set a hearing to give the corporations concerned the opportunity to be heard

  TRUE
• The merger shall only be effective upon the issuance of a certificate of merger by the SEC.

  TRUE
• Consolidation becomes effective not upon mere agreement of the members but only upon issuance of the certificate of consolidation by the SEC.

  TRUE
• When the SEC is satisfied that the consolidation of the corporations is not inconsistent with the provisions of the Corporation Code and existing laws, it issues a certificate of consolidation which makes the reorganization official.

  TRUE
• Since there is a dissolution of the absorbed corporations, there is winding up of their affairs or liquidation of their assets.

  FALSE
• In the merger of two existing corporations, one of the corporations survives and continues the business, while the other is dissolved, and all its rights, properties, and liabilities are acquired by the surviving corporation.

  TRUE
• By operation of law, upon the effectivity of the merger, the absorbed corporation ceases to exist but its rights and properties, as well as liabilities, shall be taken and deemed transferred to and vested in the surviving corporation.

  TRUE
• Any amendment to the plan of merger or consolidation may be made.

  TRUE
• The amendment to the plan of merger or consolidation must be approved by a majority vote of the respective boards of directors or trustees of all the constituent corporations and ratified by the affirmative vote of stockholders representing at least 2/3 of the outstanding capital stock or of 2/3 of the members of each of the constituent corporations.

  TRUE
• As a rule, a corporation that purchases the assets of another will not be liable for the debts of the selling corporation, except when any of the following circumstances is present. Where the purchaser expressly or impliedly agrees to assume the debts is an exception.

  TRUE
• As a rule, a corporation that purchases the assets of another will not be liable for the debts of the selling corporation, except when any of the following circumstances is present. Where the transaction amounts to a consolidation or merger of the corporations is an exception.

  TRUE
• As a rule, a corporation that purchases the assets of another will not be liable for the debts of the selling corporation, except when any of the following circumstances is present. Where the purchasing corporation is merely a continuation of the selling corporation is an exception.

  TRUE
• As a rule, a corporation that purchases the assets of another will not be liable for the debts of the selling corporation, except when any of the following circumstances is present. Where the transaction is validly entered into is an exception.

  FALSE
• The constituent corporations shall become a single corporation is an effect of merger or consolidation.

  FALSE
• The separate existence of the constituent corporations shall cease is an effect or merger or consolidation.

  FALSE
• The surviving or the consolidated corporation shall possess all the rights, privileges, immunities, and powers and shall be subject to all the duties and liabilities of a corporation is an effect of merger or consolidation.

  TRUE