Monday, November 19, 2018
Ever since Delaware adopted §251(h) to deal with the percolating top-up option issue ('you're going to issue how many shares?!'), there has been a small, but nagging issue. What do we call this new kind of merger. Well, lawyers aren't all that creative. The §251 statutory merger is known as a "long-form merger." The §253 statutory merger is known as a "short-form merger." Now, after a few years of market percolation, it seems we have settled on a name for these back-end mergers that clean up the cats-and-dogs following a successful tender offer.
Ladies and gentleman, I introduce you to the §251(h) "medium-form merger."