Ohio Revised Code Search

...(A)(1) Provided the provisions of Chapter 1704. of the Revised Code do not prevent the transaction from being effected, a lease, sale, exchange, transfer, or other disposition of all, or substantially all, of the assets, with or without the good will, of a corporation, if not made in the usual and regular course of its business, may be made upon the terms and conditions and for the consideration, that may consi...

...Property of any description, and any interest therein, of a corporation, domestic or foreign, may be sold under the judgment or decree of a court, as provided in the Revised Code with respect to similar property of natural persons, at public or private sale, in such manner, at such time and place, on such notice by publication or otherwise, and on such terms, as the court adjudging or decreeing such sale deems equita...

...olidation must also be permitted by the laws of each state under the laws of which any foreign constituent corporation exists. (B) The agreement of merger or consolidation shall set forth: (1) The state under the laws of which each constituent corporation exists; (2) In the case of a merger, that one or more specified constituent corporations shall be merged into a specified domestic surviving corporation and, in ...

...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. (B) The agreement of merger or consolidation shall set forth all of...

...er the converted corporation unable to pay its obligations as they become due in the usual course of its affairs. (C) The written declaration of conversion may set forth any of the following: (1) The effective date of the conversion, which date may be on or after the date of the filing of the certificate of conversion pursuant to section 1701.811 of the Revised Code; (2) A provision authorizing the converting...

...such consolidation in a state under the laws of which a foreign constituent corporation exists, provided the provisions of Chapter 1704. of the Revised Code do not prevent the merger or consolidation from being effected. The merger or consolidation must be permitted by the laws of each state under the laws of which any foreign constituent corporation exists. (B) The agreement of merger or consolidation shall set for...

...ic constituent entity exists and by the laws under which each foreign constituent entity exists. (B) The agreement of merger or consolidation shall set forth all of the following: (1) The name and the form of entity of each constituent entity and the state under the laws of which each constituent entity exists; (2) In the case of a merger, that one or more specified constituent entities will be merged into a sp...

... render the converted entity unable to pay its obligations as they become due in the usual course of its affairs. (C) The written declaration of conversion may set forth any of the following: (1) The effective date of the conversion, which date may be on or after the date of the filing of the certificate of conversion; (2) A provision authorizing, prior to the filing of the certificate of conversion pursuant...

...uent corporation in accordance with the laws of the state under which it exists. (2) Within twenty days after the approval of the agreement of merger by the directors of each domestic constituent corporation, the surviving corporation shall deliver or send notice of such approval and copy or summary of the agreement to each shareholder of each domestic constituent corporation, other than the surviving corporation, o...

...uent corporation in accordance with the laws of the state under which it exists. (2) Within twenty days after the approval of the agreement of merger by the directors of the surviving subsidiary corporation, the surviving corporation shall deliver or send notice of such approval and a copy or summary of the agreement to each shareholder of the surviving corporation, other than the parent of the surviving corporation...

...(A) For purposes of this section, a holding company is a domestic corporation that, from its formation until consummation of a merger governed by this section, was at all times a direct or indirect wholly owned subsidiary of the parent corporation and whose shares are issued in that merger solely to the shareholders of the parent corporation. (B) Pursuant to an agreement of merger between the constituent corporation...

... state shall furnish, upon request and payment of the fee specified in division (D) of section 111.16 of the Revised Code, the secretary of state's certificate setting forth the name and the form of entity of each constituent entity and the states under the laws of which each constituent entity existed prior to the merger or consolidation, the name and the form of entity of the surviving or new entity and the s...

...d render the converted entity unable to pay its obligations as they become due in the usual course of its affairs. (E) The secretary of state shall furnish, upon request and payment of the fee specified in division (K)(2) of section 111.16 of the Revised Code, the secretary of state's certificate setting forth all of the following: (1) The name and form of entity of the converting entity and the state under th...

...e license certificate prescribed by the laws of this state for a foreign corporation transacting business in this state or the application for registration prescribed for a foreign limited partnership or limited liability company. (D) Any action to set aside any merger or consolidation on the ground that any section of the Revised Code applicable to the merger or consolidation has not been complied with shall be bro...

...mited by the requirements of applicable law, both of the following: (i) All assets and property of every description of the converting entity and every interest in the assets and property of the converted entity, wherever the assets, property, and interests are located. Title to any real estate or any interest in real estate that was vested in the converting entity does not revert or in any way is impaired by reason...

...(A) To effect a combination or majority share acquisition, the directors of the acquiring corporation shall authorize such transaction. If the articles or regulations of the acquiring corporation require such transaction to be authorized by its shareholders, or if such transaction involves the issuance or transfer by the acquiring corporation of such number of its shares as entitle the holders to exercise one-sixth o...

...if consummated, will not be contrary to law, and that the acquiring person has the financial capacity to make the proposed control share acquisition. (C)(1) Within ten days after receipt of an acquiring person statement that complies with division (B) of this section, the directors of the issuing public corporation shall call a special meeting of shareholders of the issuing public corporation for the purpose of voti...

...find that: (1) Existing Ohio corporate law was designed to deal with traditional methods of transfer of control of Ohio corporations. The tender offer has evolved as an alternative device to acquire control of a public corporation that has been in widespread use in the past several decades. The acquisition of significant blocks of the securities of a public company in the open market or private transactions in conne...

...(A) Except as provided in division (B) of this section, the following are entitled to relief as dissenting shareholders under section 1701.85 of the Revised Code: (1) Shareholders of a domestic corporation that is being merged or consolidated into a surviving or new entity, domestic or foreign, pursuant to section 1701.78, 1701.781, 1701.79, 1701.791, or 1701.801 of the Revised Code; (2) In the case of a merg...

... proposal is taken a written demand for payment of the fair cash value of the shares as to which the shareholder seeks relief. The demand for payment shall include the shareholder's address, the number and class of such shares, and the amount claimed by the shareholder as the fair cash value of the shares. (5) If the corporation does not notify the corporation's shareholders pursuant to division (A)(3) of this ...

...or excise tax returns or for failure to pay franchise or excise taxes and the corporation has not been reinstated or does not desire to be reinstated; (5) When the period of existence of the corporation specified in its articles has expired. (E) The shareholders at a meeting held for such purpose may adopt a resolution of dissolution by the affirmative vote of the holders of shares entitling them to exercise two-...

...(A) A corporation shall give notice of a dissolution by certified or registered mail, return receipt requested, to each known creditor and to each person that has a claim against the corporation, including claims that are conditional, unmatured, or contingent upon the occurrence or nonoccurrence of future events. (B) The notice shall state all of the following: (1) That all claims shall be presented in writin...

...that purpose; (14) Apply assets to the payment of obligations; (15) Distribute the remainder of the assets either in cash or in kind among the shareholders according to their respective rights and interests after paying or adequately providing for the payment of all known obligations of the corporation under section 1701.882 of the Revised Code and for claims that have not been made known to the corporation or...

...on 1701.89 of the Revised Code for a determination of the amount and form of insurance or other security that satisfies both of the following requirements: (1) The insurance or other security will be sufficient to provide compensation to any claimant who has rejected the offer for security made pursuant to this section. (2) The insurance or other security will be reasonably likely to be sufficient to provide c...

...n shall do all of the following: (1) Pay the claims made and not rejected under division (A) of section 1701.881 of the Revised Code; (2) Post the security offered and not rejected under division (B) of section 1701.881 of the Revised Code; (3) Post security ordered by the court in any proceeding under division (C) of section 1701.881 of the Revised Code; (4) Make any payment required by a court acting under...