WVC 31 D- 11 -1105
§31D-11-1105. Merger between parent and subsidiary or between
(a) A domestic parent corporation that owns shares of a
domestic or foreign subsidiary corporation that carry at least
ninety percent of the voting power of each class and series of the
outstanding shares of the subsidiary that have voting power may
merge the subsidiary into itself or into another subsidiary, or
merge itself into the subsidiary, without the approval of the board
of directors or shareholders of the subsidiary, unless the articles
of incorporation of any of the corporations otherwise provide, and
unless, in the case of a foreign subsidiary, approval by the
subsidiary's board of directors or shareholders is required by the
laws under which the subsidiary is organized.
(b) If under subsection (a) of this section approval of a
merger by the subsidiary's shareholders is not required, the parent
corporation shall, within ten days after the effective date of the
merger, notify each of the subsidiary's shareholders that the
merger has become effective.
(c) Except as provided in subsections (a) and (b) of this
section, a merger between a parent and a subsidiary is to be
governed by the provisions of this article applicable to mergers
Note: WV Code updated with legislation passed through the 2016 Regular Session
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