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?
Listing Rule 5635(a) describes when shareholder approval is required for a transaction involving the acquisition of stock or assets of another company. Among the factors considered in determining whether shareholder approval is required are the number of shares to be issued, including any shares issuable pursuant to an earn-out or similar provision, the voting power of any shares to be issued, and whether any director, officer or substantial shareholder has an interest in the company or assets to be acquired or the consideration to be paid in the transaction.
Related Questions
- If the target of a merger or acquisition has a pre-existing evergreen plan that is assumed in the transaction, when will shareholder approval be required for that plan?
- Do plans or arrangements involving a merger or acquisition require shareholder approval under Listing Rule 5635(c)?
- Is shareholder approval required for an acquisition of stock or assets of another company?
