Do plans or arrangements involving a merger or acquisition require shareholder approval under Listing Rule 5635(c)?
Under IM-5635-1, plans or arrangements involving a merger or acquisition do not require shareholder approval under Rule 5635(c) in two situations. First, shareholder approval will not be required to convert, replace or adjust outstanding options or other equity compensation awards to reflect the transaction. Second, shares available under certain plans acquired in acquisitions and mergers may be used for certain post-transaction grants without further shareholder approval. This exception applies to situations where the party which is not a listed company following the transaction has shares available for grant under pre-existing plans that meet the requirements of this Rule 5635(c). The assumed plans of the target must have been approved by the target’s shareholders. The shares may be used for post-transaction grants of options and other equity awards by the listed company (after appropriate adjustment of the number of shares to reflect the transaction), either under the pre-existing p
Related Questions
- What factors need to be considered in determining whether shareholder approval is required for a transaction involving the acquisition of stock or assets of another company?
- Do plans or arrangements involving a merger or acquisition require shareholder approval under Listing Rule 5635(c)?
- What is a change of control for purposes of the shareholder approval requirement of Listing Rule 5635(b)?
