• Views: in the last
  • 19Week
  • 11Month
  • 161Total


  • NJ A2161
  • Clarifies that corporation may adopt "force the vote" provision in plan of merger or consolidation; allows directors to amend plan of merger or consolidation prior to effectiveness of plan.
Introduced
(1/27/2016)
In Committee
(6/19/2017)
Crossed Over
(1/23/2017)
PassedSignedDead/Failed/Vetoed
2016-2017 Regular Session
This bill makes various revisions to the provisions of the "New Jersey Business Corporation Act" concerning the merger and consolidation of corporations. Specifically, the bill allows: (i) a corporation to adopt a "force the vote" provision in a plan of merger or consolidation; and (ii) the directors of a corporation, under certain circumstances, to amend a plan of merger or consolidation after it has been formally approved and adopted by the shareholders. The bill clarifies that a corporation organized under the "New Jersey Business Corporation Act" may adopt a "force the vote" provision in a plan of merger or consolidation. A "force the vote" provision allows the shareholders of a corporation to vote on a plan of merger or consolidation after approval by the corporation's board of directors, even if the board of directors later determines that the plan is no longer advisable and recommends that the shareholders vote against the plan. The bill allows a board of directors to amend a plan of merger or consolidation at any time prior to the effectiveness of the plan, except if the amendment would alter or change: (i) The amount or kind of consideration to be received by the shareholders; (ii) The terms of the certificate of incorporation of the surviving corporation; or (iii) Any of the terms and conditions of the plan if it would materially and adversely affect the shareholders of either corporation who have voted or are entitled to vote on the plan, provided that the parties to the plan of merger or consolidation may provide otherwise in the plan. The bill also provides that in cases where the board of directors amends the plan of merger or consolidation after the filing of the certificate of merger, the corporation must file a certification of amendment of merger or consolidation with the Secretary of State prior to effectiveness of the merger or consolidation. The provisions of this bill are modeled substantially on provisions of the Delaware Business Corporation Law.
Commerce, 2nd Reading in the Assembly, 2nd Reading in the Senate, Commerce and Economic Development, Passed Assembly
Reported from Senate Committee, 2nd Reading  (on 6/19/2017)
 
 

Date Chamber Action Description
6/19/2017 S Reported from Senate Committee, 2nd Reading
6/19/2017 Senate Commerce Hearing (19:00 6/19/2017 Meeting moved to Committee Room 10.)
6/19/2017 Senate Commerce Hearing (19:00 6/19/2017 Deleted S-2919 & A-4498 (2R); Added S-711, A-755, S-3206 & A-431)
6/19/2017 Senate Commerce Hearing (19:00 6/19/2017 )
1/30/2017 S Received in the Senate, Referred to Senate Commerce Committee
1/23/2017 A Passed by the Assembly (69-0-0)
1/12/2017 A Reported out of Assembly Committee, 2nd Reading
1/12/2017 Assembly Commerce and Economic Development Hearing (13:30 1/12/2017 Committee Room 16, 4th Floor)
1/27/2016 A Introduced, Referred to Assembly Commerce and Economic Development Committee
Date Motion Yea Nay Other
Detail 6/19/2017 Senate Commerce Committee: Reported Favorably 4 0 2
Detail 1/23/2017 Assembly Floor: Third Reading - Final Passage 69 0 11
Detail 1/12/2017 Assembly Commerce and Economic Development Committee: Reported Favorably 10 0 2