SCS HB 1309 -- MERGERS OF DOMESTIC CORPORATIONS

This bill authorizes without a shareholder vote a merger between
a domestic corporation and its wholly owned subsidiary when
certain conditions are present.  Those conditions include:  the
domestic corporation and its wholly owned subsidiary must be the
only constituent corporations to the merger; the domestic
corporation's outstanding shares of capital stock must be
converted to shares of a holding company so that the shares have
the same rights and powers of such shares before the conversion;
the substantive provisions of the articles of incorporation of
the surviving corporation are identical to the domestic
corporation's articles prior to the merger; the shareholders of
the domestic corporation do not recognize a gain or loss for
federal income tax purposes; and the directors of the domestic
corporation remain the directors of the holding company.  The
bill also specifies that the merger may not occur without a vote
of the shareholders if the domestic corporation's articles of
incorporation expressly require a vote.

The bill specifies that it does not modify the provisions of
section 351.447, RSMo (on mergers when one corporation holds 90%
of the shares of another corporation).

HB 1309 -- MERGERS OF DOMESTIC CORPORATIONS AND WHOLLY OWNED
SUBSIDIARIES (Clayton)

The bill authorizes without a shareholder vote a merger between
a domestic corporation and its wholly owned subsidiary when
certain conditions are present.  Those conditions include:  the
domestic corporation and its wholly owned subsidiary must be the
only constituent corporations to the merger; the domestic
corporation's outstanding shares of capital stock must be
converted to shares of a holding company so that the shares have
the same rights and powers of such shares before the conversion;
the substantive provisions of the articles of incorporation of
the surviving corporation are identical to the domestic
corporations's articles prior to the merger; and the directors
of the domestic corporation remain the directors of the holding
company.  The bill also specifies that the merger may not occur
without a vote of the shareholders if the domestic corporation's
articles of incorporation expressly require a vote.

FISCAL NOTE:  No impact on state funds.

HB 1309 -- MERGERS OF DOMESTIC CORPORATIONS AND WHOLLY OWNED
SUBSIDIARIES

CO-SPONSORS:  Clayton, Campbell

COMMITTEE ACTION:  Voted "do pass by consent" by the Committee
on Judiciary by a vote of 17 to 0.

The bill authorizes without a shareholder vote a merger between
a domestic corporation and its wholly owned subsidiary when
certain conditions are present.  Those conditions include:  the
domestic corporation and its wholly owned subsidiary must be the
only constituent corporations to the merger; the domestic
corporation's outstanding shares of capital stock must be
converted to shares of a holding company so that the shares have
the same rights and powers of such shares before the conversion;
the substantive provisions of the articles of incorporation of
the surviving corporation are identical to the domestic
corporations's articles prior to the merger; and the directors
of the domestic corporation remain the directors of the holding
company.  The bill also specifies that the merger may not occur
without a vote of the shareholders if the domestic corporation's
articles of incorporation expressly require a vote.

FISCAL NOTE:  No impact on state funds.

PROPONENTS:  Supporters say that the bill will permit a domestic
corporation and a wholly owned subsidiary to effectuate a merger
without obtaining shareholder approval if the shareholders are
not disadvantaged by the merger.

Testifying for the bill were Representative Clayton; Office of
Secretary of State; Missouri Bar; and Payless Shoe Source.

OPPONENTS:  There was no opposition voiced to the committee.

Katharine Hickel, Legislative Analyst

HB 1309 -- Mergers of Domestic Corporations and Wholly Owned
Subsidiaries

Co-Sponsors:  Clayton, Campbell

The bill authorizes without a shareholder vote a merger between
a domestic corporation and its wholly owned subsidiary when
certain conditions are present.  Those conditions include:  the
domestic corporation and its wholly owned subsidiary must be the
only constituent corporations to the merger; the domestic
corporation's outstanding shares of capital stock must be
converted to shares of a holding company so that the shares have
the same rights and powers of such shares before the conversion;
the substantive provisions of the articles of incorporation of
the surviving corporation are identical to the domestic
corporations's articles prior to the merger; and the directors
of the domestic corporation remain the directors of the holding
company.  The bill also specifies that the merger may not occur
without a vote of the shareholders if the domestic corporation's
articles of incorporation expressly require a vote.