merger of corporations

merger of corporations
A combination whereby one of the constituent companies remains in being, absorbing the other or all the other constituent corporations. 19 Am J2d Corp § 1492. A union or combination of pre-existing corporations wherein all but one go out of existence leaving a designated survivor. Anno: 27 ALR2d 777. A union, or amalgamation by which the stock of two corporations is made one, their property and franchises combined into one, their powers become the powers of one, and the identity of the two practically, if not actually, runs into one. State, ex rel. Nolan, v Montana Railway Co. 21 Mont 221, 53 P 623. A distinction exists between a merger and a consolidation of corporations: in a merger, one of the combining corporations continues in existence and absorbs the others; in a consolidation, all the combining corporations are deemed dissolved and lose their identity in a new corporate entity which takes over the properties, powers, and privileges, as well as the liabilities, of the constituent companies. Dodier Realty & Invest. Co. v St. Louis Nat. Baseball Club, 361 Mo 981, 238 SW2d 321, 24 ALR2d 683; Marfield v Cincinnati, Dayton & Toledo Traction Co. 111 Ohio St 139, 144 NE 689, 40 ALR 357, 369. But the terms "consolidation" and "merger" have been used rather indiscriminately, and some of the courts and text writers have used the terms interchangeably, and, in cases of doubt, conjunctively, to express the idea of complete corporate union, whether a new corporation, normally results or whether a constituent corporation is normally preserved. Alabama Power Co. v McNinch, 68 App DC 132, 94 F2d 601.

Ballentine's law dictionary. . 1998.

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