Title 4, Economic Resources

Merger. (a) One or more corporations may merge into another corporation if the board of directors of each corporation adopts and its shareholders (if required by 4 CMC § 4543) approve a plan of merger. (b) The plan of merger must set forth: (1) The name of each corporation planni…

Share Exchange. (a) A corporation may acquire all of the outstanding shares of one or more classes or series of another corporation if the board of directors of each corporation adopts and its shareholders (if required by 4 CMC § 4543) approve the exchange. (b) The plan of exchan…

Action on Plan. (a) After adopting a plan of merger or share exchange, the board of directors of the corporation whose shares will be acquired in the share exchange, shall submit the plan of the merger (except as provided in subsection (g) of this section) or share exchange for a…

Merger of Subsidiary. (a) A parent corporation owning at least 90 percent of the outstanding shares of each class of a subsidiary corporation may merge the subsidiary into itself without approval of the shareholders if the parent shall adopt a plan of merger that sets forth: (1) …

Articles of Merger or Share Exchange. (a) After a plan of merger or share exchange is approved by the shareholders, or adopted by the board of directors if shareholder approval is not required, the surviving or acquiring corporation shall deliver to the Registrar of Corporations …

Effect of Merger or Share Exchange. (a) When a merger takes effect: (1) Every other corporation party to the merger merges into the surviving corporation and the separate existence of every corporation except the surviving corporation ceases; (2) The title to sell all real estate…

Merger or Share Exchange with Foreign Corporation. (a) One or more foreign corporations may merge or enter into a share exchange with one or more domestic corporations if: (1) In a merger, the merger is permitted by the law of the state or country under whose law each foreign cor…

Right of Action. A member of a limited liability company may maintain an action in the right of the company if the members or managers having authority to do so have refused to commence the action or an effort to cause those members or managers to commence the action is not likel…

Proper Plaintiff. In a derivative action for a limited liability company, the plaintiff must be a member of the company when the action is commenced; and: (1) Must have been a member at the time of the transaction of which the plaintiff complains; or (2) The plaintiff’s status as…

Pleading. In a derivative action for a limited liability company, the complaint must set forth with particularity the effort of the plaintiff to secure initiation of the action by a member or manager or the reasons for not making the effort. Source: PL 14-11, § 2 (1103). Commissi…

Expenses. If a derivative action for a limited liability company is successful, in whole or in part, or if anything is received by the plaintiff as a result of a judgment, compromise, or settlement of an action or claim, the court may award the plaintiff reasonable expenses, incl…