N.J. Stat. tit. 14A, ch. 10

N.J. Stat. tit. 14A, ch. 10
in effect

N.J. Stat. § 14A:10-1 Procedure for merger

14A:10-1. Procedure for merger. (1) Any two or more domestic corporations, or any one or more domestic corporations and any one or more other business entities, may merge into one of such corporations or other business entities pursuant to a plan of merger approved in the manner provided in this act. (2) The board of each corporation shall approve a plan of merger setting forth (a) The names of the corporations or other business entities proposing to merge, and the name of the corporation or other business entity into which they propose to merge, which is hereinafter designated as the surviving corporation or surviving other business entity; (b) The terms and conditions of the proposed merger, including a statement of any amendments in the certificate of incorporation of the surviving corporation to be effected by such merger which amendments may be set forth in and effected by a restated certificate of incorporation which may be filed as an additional document together with the certificate of merger; (c) The manner and basis of converting the shares of each corporation into shares, obligations, or other securities of the surviving corporation or of the surviving other business entity, or of any other corporation or other business entity, or, in whole or in part, into cash or other property; and (d) Such other provisions with respect to the proposed merger as are deemed necessary or desirable. L.1968, c.350; amended 1973,c.366,s.51; 1988,c.94,s.56; 1995,c.279,s.12.

N.J. Stat. § 14A:10-2 Procedure for consolidation

14A:10-2. Procedure for consolidation. (1) Any two or more domestic corporations, or any one or more corporations and any one or more other business entities, may consolidate into a new corporation or other business entity pursuant to a plan of consolidation approved in the manner provided in this act. (2) The board of each corporation shall approve a plan of consolidation setting forth (a) the names of the corporations proposing to consolidate, and the name of the new corporation or other business entity into which they propose to consolidate, which is hereinafter designated as the new corporation or new business entity; (b) the terms and conditions of the proposed consolidation; (c) the manner and basis of converting the shares of each corporation into shares, obligations or other securities of the new corporation or new business entity, or of any other corporation or business entity, in whole or in part, into cash or other property; (d) with respect to the new corporation, all of the statements required to be set forth in the certificate of incorporation for corporations organized under this act, except that it shall not be necessary to set forth the name and address of each incorporator; and (e) such other provisions with respect to the proposed consolidation as are deemed necessary or desirable. L.1968, c.350; amended 1973,c.366,s.52; 1995,c.279,s.13.

N.J. Stat. § 14A:10-3 Approval by shareholders.

14A:10-3. Approval by shareholders. (1) The board of each corporation, upon approving such plan of merger or plan of consolidation, shall direct that the plan be submitted to a vote at a meeting of shareholders. Written notice shall be given not less than 20 nor more than 60 days before such meeting to each shareholder of record, whether or not entitled to vote at such meeting, in the manner provided in this act for the giving of notice of meetings of shareholders. Such notice shall include, or shall be accompanied by (a) A copy or a summary of the plan of merger or consolidation; and (b) A statement informing shareholders who, under Chapter 11 of this act, are entitled to dissent, that they have the right to dissent and to be paid the fair value of their shares and outlining briefly, with particular reference to the time periods within which actions must be taken, the procedures set forth in Chapter 11 of this act with which they must comply in order to assert and enforce such right. (2) At each such meeting, a vote of the shareholders shall be taken on the proposed plan of merger or consolidation. Such plan shall be approved upon receiving the affirmative vote of a majority of the votes cast by the holders of shares of each such corporation entitled to vote thereon, and, in addition, if any class or series is entitled to vote thereon as a class, the affirmative vote of a majority of the votes cast in each class vote; except that, in the case of a corporation organized prior to January 1, 1969, the plan of merger or consolidation shall be approved upon receiving the affirmative vote of two-thirds of the votes so cast. Any class or series of shares of any such corporation shall be entitled to vote as a class if the plan of merger or consolidation, as the case may be, contains any provision which, if contained in a proposed amendment to the certificate of incorporation, would entitle such class or series of shares to vote as a class unless such provision is one which could be adopted by the board without shareholder approval as referred to in subsection 14A:9-2(2). The voting requirements of this section shall be subject to such greater requirements as are provided in this act for specific amendments or as may be provided in the certificate of incorporation. (3) Subject to the provisions of section 14A:5-12, a corporation organized prior to January 1, 1969, may adopt the majority voting requirements prescribed in subsection 14A:10-3(2) by an amendment of its certificate of incorporation adopted by the affirmative vote of two-thirds of the votes cast by the holders of shares entitled to vote thereon. (4) Notwithstanding the provisions set forth in subsections 14A:10-3(1) and 14A:10-3(2), the approval of the shareholders of a surviving corporation shall not be required to authorize a merger (unless its certificate of incorporation otherwise provides) if (a) The plan of merger does not make an amendment of the certificate of incorporation of the surviving corporation which is required by the provisions of this act to be approved by the shareholders; (b) Each shareholder of the surviving corporation whose shares were outstanding immediately before the effective date of the merger will hold the same number of shares, with identical designations, preferences, limitations, and rights, immediately after; (c) The number of voting shares outstanding immediately after the merger, plus the number of voting shares issuable on conversion of other securities or on exercise of rights and warrants issued pursuant to the merger, will not exceed by more than 40% the total number of voting shares of the surviving corporation outstanding immediately before the merger; and (d) The number of participating shares outstanding immediately after the merger, plus the number of participating shares issuable on conversion of other securities or on exercise of rights and warrants issued pursuant to the merger, will not exceed by more than 40% the total number of participating shares of the surviving corporation outstanding immediately before the merger. (5) As used in subsection 14A:10-3(4): (a) "Participating shares" means shares that entitle their holders to participate without limitation in distributions. (b) "Voting shares" means shares that entitle their holders to vote unconditionally in elections of directors. (6) Notwithstanding the provisions set forth in subsections 14A:10-3(1) and 14A:10-3(2), the approval of the shareholders of a corporation shall not be required to authorize a merger with or into a single indirect wholly-owned subsidiary of that corporation (unless its certificate of incorporation otherwise provides) if: (a) the corporation, the holding company and the indirect wholly-owned subsidiary of the corporation are the only parties to the merger; and (b) each shareholder of the corporation will hold the same number of shares of the holding company, with identical designations, preferences, limitations and rights, immediately after the effective date of the merger; and (c) the corporation, the indirect wholly-owned subsidiary and the holding company are domestic corporations; and (d) the certificate of incorporation and bylaws of the holding company immediately after the effective date of the merger contain provisions identical to the certificate of incorporation and bylaws of the corporation immediately before the effective date of the merger, other than provisions, if any, regarding the incorporators, the corporate name, the registered office and agent, the initial board of directors, the initial subscribers for shares and the provisions necessary to effect a change, exchange, reclassification or cancellation of shares, if such change, exchange, reclassification or cancellation has become effective prior to the effective date of the merger; and (e) the surviving corporation, as a result of the merger, remains or becomes a direct or indirect wholly-owned subsidiary of the holding company; and (f) the directors of the corporation remain or become the directors of the holding company upon the effective date of the merger; and (g) the certificate of incorporation of the surviving corporation immediately after the effective date of the merger is identical to the certificate of incorporation of the corporation immediately before the effective date of the merger, other than provisions, if any, regarding the incorporators, the corporate name, the registered office and agent, the initial board of directors, the initial subscribers for shares and the provisions necessary to effect a change, exchange, reclassification or cancellation of shares, if such change, exchange, reclassification or cancellation has become effective prior to the effective date of the merger; provided that: (i) the certificate of incorporation of the surviving corporation shall contain a provision requiring that any act or transaction by or involving the surviving corporation that requires for its adoption under N.J.S.14A:1-1 et seq., or its certificate of incorporation, approval by the shareholders of the surviving corporation, other than the election or removal of directors of the surviving corporation, shall require approval by the shareholders of the holding company (or any successor by merger), by the same vote as is required by N.J.S.14A:1-1 et seq. or by the certificate of incorporation of the surviving corporation, until thereafter otherwise amended by approval of the shareholders of the surviving corporation and the holding company; and (ii) the certificate of incorporation of the surviving corporation may be amended to reduce the number of classes and shares of capital stock that the surviving corporation is authorized to issue; and (h) the shareholders of the corporation do not recognize a gain or loss for United States federal income tax purposes as determined by the board of directors of the corporation. (7) On and after the effective date of a merger authorized by action of the board of directors of a corporation and without any vote of the shareholders pursuant to subsection (6) of N.J.S.14A:10-3: (a) to the extent that the restrictions of the "New Jersey Shareholders' Protection Act," P.L.1986, c.74 (C.14A:10A-1 et seq.), applied to the corporation and its shareholders at the effective date of the merger, the restrictions shall apply to the holding company and its shareholders immediately after the effective date of the merger in the same manner as if it were the corporation and all shares of the holding company acquired in the merger shall for purposes of the "New Jersey Shareholders' Protection Act," P.L.1986, c.74 (C.14A:10A-1 et seq.) be deemed to have been acquired at the time that the shares of the corporation converted in the merger were acquired, and provided further that any shareholder who, immediately prior to the effective date of the merger, was not an interested stockholder within the meaning of section 3 of the "New Jersey Shareholders' Protection Act," P.L.1986, c.74 (C.14A:10A-3) shall not solely by reason of the merger become an interested stockholder of the holding company; and (b) if the corporate name of the holding company immediately after the effective date of the merger is the same as the corporate name of the corporation immediately prior to the effective date of the merger, the shares of the holding company into which the shares of the corporation are converted in the merger shall be represented by the stock certificates that previously represented shares of the corporation. (8) As used in subsections (6) and (7) of N.J.S.14A:10-3, "holding company" means a corporation which, from its incorporation until consummation of a merger governed by subsections (6) and (7) of N.J.S.14A:10-3, was at all times a direct wholly-owned subsidiary of the corporation and shares of which are issued in the merger; and "indirect wholly-owned subsidiary of the corporation" means a corporation all the shares of which are owned, directly or indirectly, by the holding company. (9) A corporation may agree to submit the plan of merger or consolidation to a vote of its shareholders regardless of whether the board of directors determines at any time subsequent to approving the plan that the plan is no longer advisable and recommends that the shareholders reject or vote against the plan. (10) Any plan of merger or consolidation may contain a provision that the boards of directors of the corporations may amend the plan of merger or consolidation at any time prior to the time that the merger or consolidation contemplated by the plan of merger or consolidation becomes effective, provided that an amendment made subsequent to the adoption of the agreement by the shareholders of any corporation shall not, without further shareholder approval: (a) alter or change the amount or kind of shares, securities, cash, property, or rights to be received in exchange for, or on conversion of, all or any of the shares of any class or series thereof of such corporation; (b) alter or change any term of the certificate of incorporation of the surviving corporation to be effected by the merger or consolidation; or (c) unless the plan of merger or consolidation expressly provides otherwise, alter or change any of the terms and conditions of the plan, if that alteration or change would materially and adversely affect the shareholders of either corporation who are or were entitled to vote on the plan. In the event the plan of merger or consolidation is amended after the filing of a certificate of merger or consolidation with the Secretary of State but prior to the time the merger or consolidation has become effective, a certificate of amendment of merger or consolidation shall be filed in accordance with subsection (3) of N.J.S.14A:10-4.1. amended 1973, c.366, s.53; 1988, c.94, s.57; 2001, c.193, s.1; 2017, c.355, s.1.

N.J. Stat. § 14A:10-4.1 Certificate of merger or consolidation.

14A:10-4.1. Certificate of merger or consolidation. (1) After approval of the plan of merger or consolidation, a certificate of merger or a certificate of consolidation shall be executed on behalf of each corporation. The certificate shall set forth (a) The name of the surviving or new corporation or new other business entity and the names of the merging or consolidating corporations or other business entities; (b) The plan of merger or the plan of consolidation; (c) The date or dates of approval by the shareholders of each corporation of the plan of merger or the plan of consolidation; (d) As to each corporation whose shareholders are entitled to vote, the number of shares entitled to vote thereon, and, if the shares of any class or series are entitled to vote thereon as a class, the designation and number of shares entitled to vote thereon of each class or series; (e) As to each corporation whose shareholders are entitled to vote, the number of shares voted for and against the plan, respectively, and, if the shares of any class are entitled to vote as a class, the number of shares of each class or series voted for and against the plan, respectively; (f) In the case of a merger governed by subsection 14A:10-3 (4), that the plan of merger was approved by the board of directors of the surviving corporation and that no vote of the shareholders of the surviving corporation was required because of the applicability of that subsection; (g) If, pursuant to subsection 14A:10-4.1(2), the merger is to become effective at a time subsequent to the date of filing with the Secretary of State, the date when the merger is to become effective; and (h) In the case of a merger governed by subsection (6) of N.J.S.14A:10-3, that the plan of merger was approved by the board of directors of the surviving corporation, that no vote of the shareholders of the surviving corporation was required because of the applicability of that subsection, and that the conditions of paragraphs (a) through (h) of that subsection have been satisfied. (2) The executed original and a copy of the certificate shall be filed in the office of the Secretary of State and the merger or consolidation shall become effective upon the date of the filing or at a later time, not to exceed 90 days after the date of filing, as may be set forth in the certificate. The Secretary of State shall, upon filing, forward the copy of the certificate to the Director of the Division of Taxation. (3) Following the filing of a certificate of merger or consolidation with the Secretary of State but prior to the time when the merger or consolidation becomes effective, and upon the amendment of the plan of merger or consolidation in accordance with subsection (10) of N.J.S.14A:10-3, a certificate of amendment of merger or consolidation shall be filed in the office of the Secretary of State amending the plan of merger or consolidation. The certificate of amendment shall state that the plan of merger or consolidation has been amended and shall contain the amended plan of merger or consolidation. (added) 1988, c.94, s.58; amended 1995, c.279, s.14; 2001, c.193, s.2; 2017, c.355, s.2.

N.J. Stat. § 14A:10-5.1 Merger of subsidiary corporation

14A:10-5.1. Merger of subsidiary corporation. (1) A domestic corporation owning at least 90% of the outstanding shares of each class and series of another domestic corporation or corporations, may merge the other corporation or corporations into itself, or may merge itself, or itself and any subsidiary corporation or corporations, into any subsidiary corporation, without approval of the shareholders of any of the corporations, except as provided in subsections 14A:10-5.1(5) and 14A:10-5.1(6). The board of the parent corporation shall approve a plan of merger setting forth those matters required to be set forth in plans of merger under section 14A:10-1. Approval by the board of any subsidiary corporation shall not be required. (2) If the parent corporation owns less than 100% of the outstanding shares of each subsidiary corporation, it shall mail to each minority shareholder of record of each subsidiary corporation, unless waived in writing, a copy or a summary of the plan of merger. The parent corporation shall also mail to each shareholder who, under Chapter 11 of this act, is entitled to dissent, a statement informing the shareholder that he has the right to dissent and to be paid the fair value of his shares, and outlining briefly, with particular reference to the time periods within which actions shall be taken, the procedures set forth in Chapter 11 of this act with which he shall comply in order to assert and enforce that right. (3) A certificate of merger shall be executed on behalf of the parent corporation. The certificate shall set forth: (a) The name of the surviving corporation and the names of the merged corporations; (b) The plan of merger; (c) The date of approval by the board of the parent corporation of the plan of merger; (d) The number of outstanding shares of each class and series of each subsidiary corporation which is a party to the merger and the number of shares of each class and series owned by the parent corporation; (e) If the parent corporation owns less than 100% of the outstanding shares of each subsidiary corporation, the date of the mailing of a copy or a summary of the plan of merger to minority shareholders of each subsidiary corporation; or if all the shareholders have waived the mailing in writing, a statement that the waiver has been obtained; (f) If approval of the shareholders of the parent corporation is required by subsection 14A:10-5.1(6), the information as to the corporation required by paragraphs 14A:10-4.1(1)(d) and (e); and (g) If, pursuant to subsection 14A:10-5.1(4), the merger is to become effective at a time subsequent to the date of filing with the Secretary of State, the date when the merger is to become effective. (4) The executed original and a copy of the certificate shall be filed in the office of the Secretary of State and the merger shall become effective upon the date of the filing or at a later time, not to exceed 90 days from the date of filing, as may be set forth in the certificate. The Secretary of State shall, upon filing, forward the copy of the certificate to the Director of the Division of Taxation. (5) Approval of the shareholders of any subsidiary corporation shall be obtained pursuant to its certificate of incorporation, if the certificate requires approval of a merger by the affirmative vote of the holders of more than the percentage of the shares of any class or series of the corporation then owned by the parent corporation. (6) Approval of the shareholders of the parent corporation shall be obtained: (a) Whenever its certificate of incorporation requires shareholder approval of a merger; or (b) Pursuant to section 14A:10-3 where (i) the plan of merger contains a provision which would change any part of the certificate of incorporation of the parent corporation into which a subsidiary corporation is being merged, unless the change is one that can be made by the board without shareholder approval as referred to in subsection 14A:9-2(2); or (ii) a subsidiary corporation is to be the surviving corporation. (7) The grant of the power to merge under this section shall not preclude the effectuation of any merger as elsewhere provided in this Chapter. L.1988, c.94, s.59; amended 1995,c.279,s.15.

N.J. Stat. § 14A:10-6 Effect of merger or consolidation

When a merger or consolidation has become effective: (a) The parties to the plan of merger or consolidation shall be a single corporation, which, in the case of a merger, shall be that corporation designated in the plan of merger as the surviving corporation, and, in the case of a consolidation, shall be the new corporation provided for in the plan of consolidation. (b) The separate existence of all parties to the plan of merger or consolidation, except the surviving or new corporation, shall cease. (c) Such surviving or new corporation shall, to the extent consistent with its certificate of incorporation as amended or established by the merger or consolidation, possess all the rights, privileges, powers, immunities, purposes and franchises, both public and private, of each of the merging or consolidating corporations. (d) All real property and personal property, tangible and intangible, of every kind and description, belonging to each of the corporations so merged or consolidated shall be vested in the surviving or new corporation without further act or deed; and the title to any real estate, or any interest therein, vested in any of such corporations shall not revert or be in any way impaired by reason of such merger or consolidation. (e) The surviving or new corporation shall be liable for all the obligations and liabilities of each of the corporations so merged or consolidated; and any claim existing or action or proceeding pending by or against any of such corporations may be enforced as if such merger or consolidation had not taken place. Neither the rights of creditors nor any liens upon, or security interests in, the property of any of such corporations shall be impaired by such merger or consolidation. (f) In the case of a merger, the certificate of incorporation of the surviving corporation shall, without further act or deed, be amended to the extent, if any, stated in the plan of merger; and, in the case of a consolidation, the statements set forth in the certificate of consolidation and which are required or permitted to be set forth in the certificate of incorporation of corporations organized under this act shall be the certificate of incorporation of the new corporation. L.1968, c.350.

N.J. Stat. § 14A:10-7 Merger or consolidation of domestic and foreign corporations

(1) One or more foreign corporations and one or more domestic corporations may be merged or consolidated in the following manner: (a) Each domestic corporation shall comply with the provisions of this act with respect to the merger or consolidation of domestic corporations and each foreign corporation shall comply with the applicable provisions of the laws of the jurisdiction under which it is organized. (b) The certificate of merger or consolidation required by section 14A:10-4.1 shall be executed on behalf of each domestic corporation and each foreign corporation and, in addition to the information required by subsection 14A:10-4.1(1), shall set forth that the applicable provisions of the laws of the jurisdiction under which each foreign corporation was organized have been, or upon compliance with filing and recording requirements will have been, complied with. (c) If the surviving or new corporation is to be a foreign corporation and is to transact business in this State, it shall comply with the provisions of this act with respect to foreign corporations, and, whether or not it is to transact business in this State, the certificate of merger or consolidation required by section 14A:10-4.1 shall, in addition to other required information, set forth (i) an agreement by such foreign corporation that it may be served with process in this State in any proceeding for the enforcement of any obligation of any domestic corporation or any foreign corporation, previously amenable to suit in this State, which is a party to such merger or consolidation, and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such domestic corporation against the surviving or new corporation; and (ii) an irrevocable appointment by such foreign corporation of the Secretary of State of this State as its agent to accept service of process in any such proceeding, and the post office address, within or without this State, to which the Secretary of State shall mail a copy of the process in such proceeding; (iii) an agreement by such foreign corporation that it will promptly pay to the dissenting shareholders of any such domestic corporation the amount, if any, to which they shall be entitled under the provisions of this act with respect to the rights of dissenting shareholders. (2) The provisions of subsection 14A:10-3(4) shall apply to a merger in which the surviving corporation is a domestic corporation. (3) If the surviving or new corporation is a domestic corporation, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations. If the surviving or new corporation is a foreign corporation, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except insofar as the laws of the jurisdiction of incorporation of such foreign corporation shall provide otherwise. (4) One or more foreign corporations and one or more domestic corporations may be merged in the manner provided in section 14A:10-5.1, provided that, if the parent corporation is a foreign corporation, it shall, notwithstanding the provisions of the laws of its jurisdiction of incorporation, comply with the provisions of subsection 14A:10-5.1(2) with respect to notice to shareholders of any domestic subsidiary corporation which is a party to the merger. L.1968, c.350; amended 1973,c.366,s.56; 1988,c.94,s.60.

N.J. Stat. § 14A:10-8 Abandonment of merger or consolidation

Prior to the time when a merger or consolidation authorized by this Chapter shall become effective, the merger or consolidation may be abandoned pursuant to provisions therefor, if any, set forth in the plan of merger or consolidation. If a certificate of merger or consolidation has been filed in the office of the Secretary of State prior to such abandonment, a certificate of abandonment shall be filed in the office of the Secretary of State. The certificate shall be executed on behalf of each corporation which is a party to the plan of merger or consolidation, unless the plan permits abandonment by less than all of such corporations, in which event the certificate may be executed on behalf of the corporation or corporations exercising the right to abandon. The certificate shall state that the merger or consolidation has been abandoned in accordance with the provisions therefor set forth in the plan of merger or consolidation. L.1968, c.350.

N.J. Stat. § 14A:10-9 Acquisition of all the shares, or a class or series of shares, of a corporation

(1) Subject to the limitations imposed by any other statute of this State, any domestic corporation may, in the manner provided by this section, acquire, in exchange for its shares, all the shares, or all the shares of any class or series, of any other corporation organized under any statute of this State. (2) Such acquiring corporation shall submit by first-class mail to all holders of the shares to be acquired a written offer which shall (a) specify the shares to which such offer relates; (b) prescribe the terms and conditions of such offer, including the method of acceptance thereof and the manner of exchanging such shares; (c) contain a statement summarizing the rights of such shareholders as provided in paragraph 14A:10-9(3)(b). Any such offer may provide for the payment of cash in lieu of the issuance of fractional shares of the acquiring corporation. (3) If, within 120 days after the date of such mailing, the offer is accepted by the holders of not less than 90% of the shares of each class and series to which the offer relates, other than shares already held at the date of mailing by, or by a nominee for, the acquiring corporation or any subsidiary thereof, the acquiring corporation shall, within 60 days after such acceptance: (a) execute and file a certificate in the office of the Secretary of State setting forth such acceptance; and (b) give written notice of such acceptance, by registered or certified mail, return receipt requested, to each holder of such shares to which the offer relates, who has not accepted the offer. Such notice shall include, or be accompanied by, a statement (i) that such shareholders may elect either to accept the offer or to dissent therefrom and be paid the fair value of their shares provided that they file with the acquiring corporation, not later than 20 days after the mailing of such written notice, a written demand for the fair value of their shares as required by subsection 14A:11-2(5), and otherwise comply with the procedures set forth in Chapter 11 of this act; (ii) outlining briefly, with particular reference to the time periods within which actions must be taken, the procedures set forth in Chapter 11 of this act with which they must comply; and (iii) that if such shareholders do not make written demand for the payment of the fair value of their shares within said 20-day period, they shall be deemed to have accepted the offer. (4) Upon the filing of such certificate in the office of the Secretary of State as required by paragraph 14A:10-9(3)(a) (a) the acquiring corporation shall cause to be issued to the holders of shares who have accepted or who are deemed to have accepted such offer pursuant to the provisions of paragraph 14A:10-9(3)(b) certificates for shares of the acquiring corporation to which they respectively are entitled; (b) all shares in exchange for which shares of the acquiring corporation are so issued shall become the property of the acquiring corporation, irrespective of whether the certificates for such shares have been surrendered for exchange, and the acquiring corporation shall be entitled to have new certificates registered in its name as the holder thereof; and (c) the acquiring corporation, or a corporate fiduciary designated by it, shall hold in trust, for delivery to the persons entitled thereto, certificates for its shares registered in the names of any holders, other than shares of dissenting shareholders, who have not surrendered their shares for exchange in accordance with the offer, and shall hold in trust, for payment to the persons entitled thereto, any cash payable in lieu of fractional shares. (5) This section shall not be construed to prevent a corporation from making an offer to purchase the shares of another corporation conditioned upon the acceptance of holders of less than 90% of the shares to which such offer relates. Such an offer may be joined as an alternate offer with an offer made pursuant to this section; but in no case shall the acquiring corporation have the right to avail itself of the provisions of this section unless the holders of the percentage of shares to which the offer relates required by subsection 14A:10-9(3) shall accept the offer within the time period required by subsection 14A:10-9(3). (6) Whenever a corporation whose capital stock is acquired pursuant to this section is a stock insurance company organized under any law of this State (hereinafter called the insurance subsidiary), (a) the acquiring corporation shall furnish to the Commissioner of Banking and Insurance such information as he may, from time to time, reasonably request in respect to the honesty and trustworthiness of its directors and officers, and (b) upon a finding by the Commissioner of Banking and Insurance that the acquiring corporation has failed or refused to take such steps as may be necessary to remove from office any of the directors or officers referred to in paragraph 14A:10-9(6)(a) hereof whom the commissioner, after hearing upon notice to such acquiring corporation and such officer or director, has found to be a dishonest or untrustworthy person, the commissioner may forthwith take possession of the property and business of the insurance subsidiary as provided in chapter 30 of Title 17 of the Revised Statutes, and (c) upon a finding by the Commissioner of Banking and Insurance that access to specified books and records of the acquiring corporation which relate to the condition and affairs of the insurance subsidiary is necessary to the discharge of his regulatory duties with respect to such subsidiary under Title 17 of the Revised Statutes, the commissioner may have access to the books and records which he has so specified and the acquiring corporation shall answer any inquiry by him which is pertinent thereto. L.1968, c.350; amended by L.1973, c. 366, s. 57, eff. May 1, 1974.

N.J. Stat. § 14A:10-10 Sale or other disposition of assets in regular course of business and mortgage or pledge of assets

The sale, lease, exchange, or other disposition of all, or substantially all, the assets of a corporation in the usual and regular course of its business as conducted by such corporation, and the mortgage or pledge of any or all the assets of a corporation whether or not in the usual and regular course of business as conducted by such corporation, may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares, bonds or other securities of any other corporation, domestic or foreign, as shall be authorized by its board. In any such case, unless otherwise provided in the certificate of incorporation, no approval of the shareholders shall be required. L.1968, c.350.

N.J. Stat. § 14A:10-11 Sale or other disposition of assets other than in regular course of business

14A:10-11. Sale or other disposition of assets other than in regular course of business. (1) A sale, lease, exchange, or other disposition of all, or substantially all, the assets of a corporation, if not in the usual and regular course of its business as conducted by such corporation, may be made upon such terms and conditions and for such consideration, which may consist in whole or in part of money or property, real or personal, including shares, bonds, or other securities of any other corporation, domestic or foreign, as may be authorized in the following manner: (a) The board shall recommend such sale, lease, exchange, or other disposition and direct that it be submitted to a vote at a meeting of shareholders. (b) Written notice shall be given not less than 20 nor more than 60 days before such meeting to each shareholder of record, whether or not entitled to vote at such meeting, in the manner provided in this act for the giving of notice of meetings of shareholders. Such notice shall include, or shall be accompanied by (i) a statement summarizing the principal terms of the proposed transaction; and (ii) a statement informing shareholders who, under Chapter 11 of this act, are entitled to dissent, that they have the right to dissent and to be paid the fair value of their shares and outlining briefly, with particular reference to the time periods within which actions must be taken, the procedures set forth in Chapter 11 of this act with which they must comply in order to assert and enforce such right. (c) At such meeting the shareholders may approve such sale, lease, exchange, or other disposition and may fix, or may authorize the board to fix, any or all of the terms and conditions thereof and the consideration to be received by the corporation therefor. Such sale, lease, exchange or other disposition shall be approved upon receiving the affirmative vote of a majority of the votes cast by the holders of shares entitled to vote thereon, and, in addition, if any class or series of shares is entitled to vote thereon as a class, the affirmative vote of a majority of the votes cast in each class vote; except that, in the case of a corporation organized prior to January 1, 1969, the sale, lease, exchange, or other disposition shall be approved upon receiving the affirmative vote of two-thirds of the votes so cast. (d) Subject to the provisions of section 14A:5-12, a corporation organized prior to January 1, 1969, may adopt the majority voting requirements prescribed in paragraph 14A:10-11(1)(c) by an amendment of its certificate of incorporation adopted by the affirmative vote of two-thirds of the votes cast by the holders of shares entitled to vote thereon. (2) Notwithstanding such approval or authorization by the shareholders, the board may abandon such sale, lease, exchange, or other disposition of assets, subject to the rights of third parties under any contracts relating thereto, without further action by the shareholders. (3) The sale, lease, exchange, or other disposition of all, or substantially all, the assets of one or more subsidiaries of a corporation, if not in the usual and regular course of business as conducted by such subsidiary or subsidiaries, shall be treated as a disposition within the meaning of subsection 14A:10-11(1) if the subsidiary or subsidiaries constitute all, or substantially all, the assets of the corporation. (4) Notwithstanding the provisions of subsection (1) of this section, a parent corporation may, upon such terms and conditions and for such consideration as may be determined by its board, transfer any or all of its assets to any corporation, all of the outstanding shares of which are owned, directly or indirectly, by the parent corporation, and, unless the certificate of incorporation of the parent corporation otherwise requires, no approval or authorization by the shareholders of the parent corporation shall be required. L.1968, c.350; amended 1973,c.366,s.58; 1988,c.94,s.61; 1995,c.279,s.16.

N.J. Stat. § 14A:10-12 Shareholders' rights on other corporate acquisitions

(1) Shareholders of a corporation which proposes to acquire, directly or through a subsidiary, in exchange for its shares, obligations or other securities, some or all of the outstanding shares of another corporation, or some or all of the assets of a corporation, a business trust, a business proprietorship or a business partnership, shall have the same rights, if any, as they would if they were shareholders of a surviving corporation in a merger (a) To notice of the proposed acquisition; (b) To vote on the proposed acquisition; and (c) To dissent from the proposed acquisition and be paid the fair value of their shares, if: (i) the number of voting shares outstanding immediately after the transaction, plus the number of voting shares issuable on conversion of other securities or on exercise of rights and warrants issued pursuant to the transaction, will exceed by more than 40% the total number of voting shares of the corporation outstanding immediately before the transaction; or (ii) the number of participating shares outstanding immediately after the transaction, plus the number of participating shares issuable on conversion of other securities or on exercise of rights and warrants issued pursuant to the transaction will exceed by more than 40% the total number of participating shares of the corporation outstanding immediately before the transaction. (2) As used in subsection 14A:10-12(1): (a) "Participating shares" means shares that entitle their holders to participate without limitation in distributions. (b) "Voting shares" means shares that entitle their holders to vote unconditionally in elections of directors. (added) 1973,c.366,s.59; amended 1988,c.94,s.62.

N.J. Stat. § 14A:10-13 Share exchange

(1) A domestic or foreign corporation may acquire all of the outstanding shares, or all of the outstanding shares of one or more classes or series, of a domestic corporation if the board of each corporation adopts and the shareholders of the acquired corporation approve a plan of exchange. (2) The plan of exchange shall set forth: (a) The name of the acquired corporation, and the name of the acquiring corporation; (b) All classes and series of shares of the acquired corporation which are proposed to be acquired by exchange; (c) The terms and conditions of the proposed exchange; (d) The manner and basis of exchanging the shares of the acquired corporation for shares, obligations or other securities of the acquiring corporation or any other corporation or for cash or other property or for any combination of securities, cash or property; and (e) Other provisions considered necessary or desirable with respect to the exchange. (3) The board of the acquired corporation upon approving the plan of exchange shall submit it to a vote at a meeting of its shareholders. If the plan of exchange provides for the acquisition of all of the outstanding shares of the acquired corporation, the shareholders of the acquired corporation shall be entitled to all the voting rights they would have if the exchange were a merger. If less than all of the classes or series of shares of the acquired corporation are to be acquired, only the holders of shares of those classes or series of shares of the acquired corporation which are proposed to be acquired shall be entitled to vote at the meeting. Written notice shall be given not less than 20 and not more than 60 days before the meeting to each shareholder of record, whether or not entitled to vote at the meeting, in the manner provided in this act for the giving of notices of meetings of shareholders. The notice shall include or be accompanied by: (a) A copy or summary of the plan of exchange; and (b) A statement informing shareholders who, under Chapter 11 of this act, are entitled to dissent, that they have the right to dissent and to be paid the fair value of their shares and outlining briefly, with particular reference to the time periods within which actions shall be taken, the procedures set forth in Chapter 11 of this act with which they shall comply in order to assert and enforce that right. (4) The plan of exchange shall be approved upon receiving the affirmative vote of a majority of the votes cast by the holders of shares which are entitled to vote on the plan of exchange. In the case of a corporation organized prior to January 1, 1969, the plan of exchange shall be approved upon receiving the affirmative vote of two-thirds of the votes so cast unless the corporation has adopted the majority voting requirements prescribed in this subsection or in subsection 14A:10-3(3) by an amendment of its certificate of incorporation adopted by the affirmative vote of two-thirds of the votes cast by the holders of shares entitled to vote thereon. (5) After approval of the plan of exchange, a certificate of exchange shall be executed on behalf of each corporation which shall set forth: (a) The name of the acquired corporation and the name of the acquiring corporation; (b) The plan of exchange; (c) The dates of the approval of the plan of exchange by the boards of directors of each corporation; (d) The date of the approval of shareholders of the acquired corporation and, if necessary, the acquiring corporation; (e) As to the acquired corporation whose shareholders are entitled to vote: the number of shares entitled to vote thereon, and if the shares of any class or series are entitled to vote thereon as a class, the designation and number of shares entitled to vote thereon of each said class or series; the number of shares voted for and against the plan respectively, and, if the shares of any class are entitled to vote as a class, the number of shares of each class or series voted for and against the plan, respectively; (f) That the plan of exchange was approved by the boards of directors of each corporation; and (g) If the exchange is to be effective at a time subsequent to the date of filing with the Secretary of State, the date when the exchange is to be effective, which date may be no more than 90 days after the filing of the certificate. (6) The certificate of exchange shall be filed in the office of the Secretary of State and the exchange shall become effective upon the date of the filing or at a later time, not to exceed 90 days after the date of filing, as may be set forth in the certificate. (7) Upon the effective date of the exchange, the terms of the plan of exchange shall automatically become effective. Without limiting the foregoing, upon the effective date all of the outstanding shares of the acquired corporation, which the plan of exchange provides shall be acquired, automatically shall become the property of the acquiring corporation; share certificates which formerly evidenced the acquired shares shall only evidence the right of the holder thereof to receive the consideration provided for in the plan. The acquiring corporation may condition the payment of the consideration provided for in the plan upon the surrender of the share certificate evidencing the acquired shares. (8) Any shareholder of an acquired corporation whose shares are acquired pursuant to the plan of exchange shall have all of the rights of a dissenting shareholder under Chapter 11 of this act to the extent the shareholder would have those rights if the plan of exchange were treated as a merger under paragraph 14A:11-1(1)(a). (added) 1988,c.94,s.63.

N.J. Stat. § 14A:10-14 Merger or consolidation of domestic corporation with other entities; manner.

30. (1) A domestic corporation may merge or consolidate with one or more other business entities in the following manner: (a) Each domestic corporation shall comply with the provisions of chapter 10 of Title 14A of the New Jersey Statutes with respect to the merger or consolidation of domestic corporations and each other business entity shall comply with the applicable provisions of the laws of the jurisdiction under which it is organized. (b) The certificate of merger or consolidation required by N.J.S.14A:10-4.1 shall be executed on behalf of each domestic corporation and each other business entity and, in addition to the information required by subsection (1) of N.J.S.14A:10-4.1, shall set forth that the applicable provisions of the laws of the jurisdiction under which each other business entity was organized have been, or upon compliance with filing and recording requirements will have been, complied with. (c) If the surviving business entity or new business entity meets the definition of "other business entity" pursuant to subsection (q) of N.J.S.14A:1-2.1, and is organized under the laws of another jurisdiction and is to transact business in this State, it shall comply with the laws of this State applicable to that other business entity, and, whether or not it is to transact business in this State, the certificate of merger or consolidation required by N.J.S.14A:10-4.1 shall, in addition to other required information, set forth: (i) an agreement by that other business entity that it may be served with process in this State in any proceeding for the enforcement of any obligation of any domestic corporation or any other business entity, previously amenable to suit in this State, which is a party to such merger or consolidation, and in any proceeding for the enforcement of the rights of a dissenting shareholder of any such domestic corporation against the surviving or new corporation; (ii) an irrevocable appointment by that other business entity of the Secretary of State of this State as its agent to accept service of process in any such proceeding, and the post office address, within or without this State, to which the Secretary of State shall mail a copy of the process in such proceeding; and (iii) an agreement by that other business entity that it will promptly pay to the dissenting shareholders of any such domestic corporation the amount, if any, to which they shall be entitled under the provisions of chapter 11 of Title 14A of the New Jersey Statutes with respect to the rights of dissenting shareholders. (2) The provisions of subsection (4) of N.J.S.14A:10-3 shall apply to a merger in which the surviving corporation is a domestic corporation. (3) If the surviving or new corporation is a domestic corporation, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations. If the surviving or new corporation is any other business entity, the effect of such merger or consolidation shall be the same as in the case of the merger or consolidation of domestic corporations except insofar as provided otherwise in the laws under which such other business entity is organized. L.1995, c.279, s.30; amended 2009, c.158, s.2.
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://www.njleg.state.nj.us/legislative-activity/statutesFetched: 10/17/2026
N.J. Stat. tit. 14A, ch. 10 | New Jersey Statutes (Aug. 2026 snapshot) — New Jersey | Corpus