SCS/HB 1309 - This act creates a new right for Missouri corporations to form a new parent holding company comprised of wholly owned subsidiaries without an affirmative vote of the corporation's shareholders. Such mergers may take place provided:

1. The old parent corporation and the new entity are the only parties to the transaction;

2. All shares of corporate stock are converted to shares of equal value and standing in the new corporation;

3. The old parent corporation and the new entity are Missouri corporations;

4. The articles of incorporation and bylaws of the new parent are materially identical to the former documents, except that the articles must state that acts requiring shareholder approval in the old company must be similarly approved by the shareholders of the new parent and state any amendments to the classes or shares of authorized stock;

5. The old company remains a subsidiary of the holding company;

6. The board of directors remain the same;

7. The board of directors must determine that the merger is tax free.

As of the effective date of such merger, any former restrictions that applied to interested shareholders continue to apply to the new holding company and, provided there has been no change in the name of the corporation, stock certificates from the old parent shall represent the shares held in the new parent.

The articles of merger must contain the board's resolution approving the merger, certification that the above requirements have been met and must be filed with the Secretary of State.

Mergers pursuant to this procedure do not entitle shareholders to the right to object to the merger and demand fair value for shares owned pursuant to Section 351.455, RSMo.
DENISE GARNIER