A complete joining or blending together of two or more things into one; for example, a consolidation or merger of two or more corporations to create a single company.

Federal and state laws to protect trade from monopoly control and from price fixing and other restraints of trade. The main federal antitrust laws are the Sherman, Clayton, Federal Trade Commission, and Robinson-Patman Acts.

A document filed with the secretary of state or other appropriate state authority to amend a corporation’s articles of incorporation.

A document filed with the secretary of state or other appropriate authority to effect a merger.

A document filed with the secretary of state or other appropriate state authority to effect a share exchange.

(15 U.S.C. 12) A 1914 federal law that extended the Sherman Act’s prohibition against monopolies and price discrimination.

Two corporations joining together to form a third, new one.

A merger whereby a parent corporation is merged into a subsidiary.

A process whereby a domestic corporation becomes an unincorporated entity or an unincorporated entity becomes a corporation.

A federal agency created in 1914 to promote free and fair competition and to enforce the provisions of the Federal Trade Commission Act, which prohibits “unfair or deceptive acts or practices in commerce.”

The federal act passed in 1914, establishing the Federal Trade Commission to curb unfair trade practices.

(15 U.S.C. § 18a) A federal law passed in 1976 that strengthens the enforcement powers of the Justice Department. The act requires entities to give notice to the Federal Trade Commission and the Justice Department prior to mergers and acquisitions when the size of the transaction is valued at $50 million or more.

A preliminary written agreement setting forth the intention of the parties to enter into a contract.

The union of two or more corporations, with one corporation ceasing to exist and becoming a part of the other.

Control by one or a few companies of the manufacture, sale, distribution, or price of something. A monopoly may be prohibited if, for example, a company deliberately drives out competition.

A document required by state statute that sets forth the terms of the agreement between the two merging parties in detail.

A document required by statute that sets forth the terms of the agreement between the parties to a statutory share exchange. Also referred to as plan of exchange.

A three-way merger whereby a subsidiary corporation is merged into the target corporation. The end result is the survival of the parent corporation and the target corporation, which becomes a new subsidiary.

A transaction whereby one corporation acquires all of the outstanding shares of one or more classes or series of another corporation by an exchange that is compulsory on the shareholders of the target corporation.

(15 U.S.C. 1) The first antitrust (antimonopoly) law, passed by the federal government in 1890 to break up combinations in restraint of trade.

A type of merger that is specifically provided for by state statute.

A merger involving three corporations, whereby a corporation forms a subsidiary corporation and funds it with sufficient cash or shares of stock to perform a merger with the target corporation, which is merged into the subsidiary. The parent and subsidiary corporations survive.

A merger whereby a subsidiary corporation merges into its parent.

All shares of one or more classes that are entitled to vote and be counted together collectively on a certain matter under the corporation’s articles of incorporation or the pertinent state statute.