Question
Delta owns 50% of the common stock of Mite, Inc.; Delta acquired that stock about ten years ago. Mite, Inc. is incorporated in a state
Delta owns 50% of the common stock of Mite, Inc.; Delta acquired that stock about ten years ago. Mite, Inc. is incorporated in a state that has adopted the latest version of the Model Business Corporation Act. It has a market value of $1 billion. Mite has 2,500 shareholders, including Delta. Mites stock is not traded on a national securities exchange, but it is traded on an online market operated by a brokerage company. The boards of Delta and Mite have agreed to merge Mite into Delta. (In other words, Delta will be the surviving company.) The Mite shareholders other than Delta will receive, for each Mite share they own, one Delta share and a $10 promissory note payable in 18 months. After the transaction, the old Mite shareholders will own, collectively, a total of 22 million Delta shares. (Assume that Delta has sufficient authorized shares to do the transaction without amending its certificate of incorporation.)
Required Discuss whether the Delta and Mite shareholders have voting and appraisal rights in this transaction. (Assume the articles and bylaws of the two companies say nothing about voting or appraisal rights).
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