Ohio § 1702.41

§ 1702.41.

(A)(1) Pursuant to an agreement of merger, a domestic corporation and one or more additional

domestic or foreign entities may be merged into a surviving domestic corporation.  Pursuant to an agreement of consolidation, one or more domestic or foreign entities

may be consolidated into a new domestic corporation.  If any constituent entity is formed or organized under the laws of any state other

than this state or under any chapter of the Revised Code other than this chapter,

the merger or consolidation also must be permitted by the chapter of the Revised Code

under which each domestic constituent entity exists and by the laws under which each

foreign constituent entity exists. (2) To effect a merger or consolidation under this section, the directors of each constituent

domestic corporation shall approve an agreement of merger or consolidation to be signed

by the chairperson of the board of directors, the president, or a vice-president and

by the secretary or an assistant secretary.  The agreement of merger or consolidation shall be approved or otherwise authorized

by or on behalf of each other constituent entity in accordance with the laws under

which it exists. (3) The agreement of merger or consolidation shall set forth all of the following: (a) The name and the form of entity of each constituent entity and the state under the

laws of which each constituent entity exists; (b) That the named constituent entities have agreed to merge into a specified constituent

corporation, designated in this section as the surviving corporation, or that the

named constituent entities have agreed to consolidate into a new corporation to be

formed by the consolidation, designated in this section as the new corporation; (c) All statements and matters required to be set forth in an agreement of merger or

consolidation by the laws under which each constituent entity exists; (d) The name of the surviving or new corporation, which may be the same as or similar

to that of any constituent corporation; (e) The place in this state where the principal office of the surviving or new corporation

is to be located; (f) The names and addresses of the first directors and officers of the surviving or new

corporation, and, if desired, their term or terms of office; (g) The name and address of the statutory agent upon whom any process, notice, or demand

against any constituent entity or the surviving or new corporation may be served; (h) The terms of the merger or consolidation and the mode of carrying those terms into

effect; (i) The regulations of the surviving or new corporation or a provision to the effect

that the regulations of a specified constituent corporation shall be the regulations

of the surviving or new corporation or to the effect that the voting members or the

directors of the surviving or new corporation may adopt regulations, or any combination

of them. (4) The agreement of merger or consolidation may also set forth any of the following: (a) The specification of a date, which may be the date of the filing of the agreement

or a date subsequent to that date of filing, upon which the merger or consolidation

shall become effective; (b) A provision conferring upon the directors of one or more of the constituent corporations

or the comparable representatives of any other constituent entity the power to abandon

the merger or consolidation prior to the filing of the agreement; (c) Any additional provision permitted to be included in the articles of a newly formed

corporation; (d) Any additional provision considered necessary or desirable with respect to the proposed

merger or consolidation. (B)(1) A merger or consolidation in which a domestic public benefit corporation is one of

the constituent entities shall be approved by the court of common pleas of the county

in this state in which the principal office of the public benefit corporation is located,

in a proceeding of which the attorney general's charitable law section has been given

written notice by certified mail within three days of the initiation of the proceeding,

and in which proceeding the attorney general may intervene as of right.  No approval by the court under division (B)(1) of this section is required if either

of the following applies: (a) A domestic public benefit corporation is the surviving entity in the case of a merger

and continues to be a public benefit corporation or is the new corporation in the

case of a consolidation and continues to be a public benefit corporation. (b) A domestic public benefit corporation is not the surviving entity in the case of

a merger or is not the new corporation in the case of a consolidation, and all of

the following apply: (i) On or prior to the effective date of the merger or consolidation, assets with a value

equal to the greater of the fair market value of the net tangible and intangible assets,

including goodwill, of the domestic public benefit corporation or the fair market

value of the domestic public benefit corporation if it is to be operated as a business

concern, are transferred or conveyed to one or more persons that would have received

its assets under section 1702.49 of the Revised Code had it voluntarily dissolved. (ii) The domestic public benefit corporation returns, transfers, or conveys any assets

held by it upon a condition requiring return, transfer, or conveyance, which condition

occurs by reason of the merger or consolidation, in accordance with that condition. (iii) The merger or consolidation is approved by a majority of directors of the domestic

public benefit corporation who will not receive any financial or other benefit, directly

or indirectly, as a result of the merger or consolidation or by agreement, and who

are not and will not as a result of the merger or consolidation become members, partners,

or other owners, however denominated, of, shareholders in, directors, officers, managers,

employees, agents, or other representatives of, or consultants to, the surviving or

new entity. (2) At least twenty days before consummation of any merger or consolidation of a domestic

public benefit corporation pursuant to division (B)(1)(b) of this section, written

notice, including a copy of the proposed plan of merger or consolidation, shall be

delivered to the attorney general's charitable law section.  The attorney general's charitable law section may review a proposed merger or consolidation

of a domestic public benefit corporation under division (B)(1)(b) of this section.  The attorney general may require, pursuant to section 109.24 of the Revised Code , the production of the documents necessary for review of a proposed merger or consolidation

under division (B)(1)(b) of this section.  The attorney general may retain, at the expense of the domestic public benefit corporation,

one or more experts, including an investment banker, actuary, appraiser, certified

public accountant, or other expert, that the attorney general considers reasonably

necessary to provide assistance in reviewing a proposed merger or consolidation under

division (B)(1)(b) of this section.  The attorney general may extend the date of any merger or consolidation of a domestic

public benefit corporation under division (B)(1)(b) of this section for a period not

to exceed sixty days and shall provide notice of that extension to the domestic public

benefit corporation.  The notice shall set forth the reasons necessitating the extension. (3) No member, other than a member that is a public benefit entity, or director of a

domestic public benefit corporation in that person's capacity as a member or director

may receive or keep anything as a result of a merger or consolidation other than membership

or directorship in the surviving or new public benefit corporation, without the prior

written consent of the attorney general or of the court of common pleas of the county

in this state in which the principal office of the domestic public benefit corporation

is located, in a proceeding in which the attorney general's charitable law section

has been given written notice by certified mail within three days of the initiation

of the proceeding, and in which proceeding the attorney general may intervene as of

right.  The court shall approve the transaction if it is in the public interest. (4) The attorney general may institute a civil action to enforce the requirements of

divisions (B)(1), (2), and (3) of this section in the court of common pleas of the

county in this state in which the principal office of the domestic public benefit

corporation is located or in the Franklin county court of common pleas.  In addition to any civil remedies that may exist under common law or the Revised

Code, a court may rescind the transaction or grant injunctive relief or impose any

combination of these remedies.