O.C.G.A.

O.C.G.A. § 14-2-1103 (2019)

Action on plan

✓ O.C.G.A. — 2019 edition (Public.Resource.Org Release 73)

Code text and O.C.G.A. statutory annotations on this page reflect the 2019 Official Code of Georgia Annotated (Public.Resource.Org Release 73, 2019-08-21; public domain per Georgia v. Public.Resource.Org, 2020). The Syfert case-law annotations in Notes of Decisions, below, are current.

Find cases: SyfertCases citing this section GA-LEGlegis.ga.gov (official) JustiaJustia CornellLII Search CasesGoogle Scholar

(a) After adopting a plan of merger or share exchange, the board of directors of each corporation party to the merger and the board of directors of the corporation whose shares will be acquired in the share exchange shall submit the plan of merger (except as provided in subsection (h) of this Code section) or share exchange for approval by its shareholders.

(b) For a plan of merger or share exchange to be approved:

(1) The board of directors shall also transmit to the shareholders a recommendation that the shareholders approve the plan, unless the board of directors makes a determination that, because of conflicts of interest or other special circumstances, it should either refrain from making such a recommendation or recommend that the shareholders reject or vote against the plan, in which case the board of directors shall transmit to the shareholders the basis for such determination; and

(2) The shareholders entitled to vote must approve the plan as provided in subsections (e), (f ), and (g) of this Code section.

(c) The board of directors may condition its submission of the proposed merger or share exchange, the effectiveness of the proposed merger or share exchange, or both on any basis.

(d) The corporation shall notify each shareholder entitled to vote of the proposed shareholders’ meeting in accordance with Code Section

Notes of Decisions

Cited in 1 case, 2002–2002 · leading case: Magner v. One Sec. Corp., 574 S.E.2d 555 (Ga. Ct. App. 2002).

Sort: Relevance Newest Treatment

Magner v. One Sec. Corp., 574 S.E.2d 555 (Ga. Ct. App. 2002). · cites it 6× “Magner argues that OCGA § 14-2-1103 (a) requires that the plans of merger adopted by the boards be identical in every respect to the ones submitted to the shareholders.”

Annotations are extracted automatically from the opinions in the Syfert caselaw corpus and ranked by authority, recency, and treatment. Dots show Syfertize treatment of the citing case itself.