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HomeCorporations CodeCh. 11§ 1104 Amending Merger Agreements

§ 1104 Amending Merger Agreements

Corporations Code·California
AI Summary·Official Text·Key Terms·Related Statutes·References
AI SummaryVerified

§ 1104 Amending Merger Agreements

This law says that if a company changes an agreement and that change affects important parts of the deal, the change must be approved by the company's board and also by the shareholders (or owners) of the companies involved, just like the original agreement required.

Key Takeaways

  • •Changes to the agreement need board approval.
  • •If the change affects important terms, shareholders must also approve.
  • •After board and shareholder approval, the changed agreement becomes the official merger agreement.

Example

A group of companies wants to merge their contracts to work together on a new project.

They can change the contract, but they must first get the board to agree and then get the approval of the shareholders who own the shares in each company. Once both sides agree, the changed contract becomes the new official agreement that governs the merger.

AI-generated — May contain errors. Not legal advice. Always verify source.

Official Source
View on CA.gov

§ 1104 Amending Merger Agreements

Any amendment to the agreement may be adopted and the agreement so amended may be approved by the board and, if it changes any of the principal terms of the agreement, by the outstanding shares (Section 152) (if required by Chapter 12) of any constituent corporation in the same manner as the original agreement. If the agreement so amended is approved by the board and the outstanding shares (if required) of each of the corporations, the agreement so amended shall then constitute the agreement of merger. (Amended by Stats. 1979, Ch. 711.)

Last verified: January 10, 2026

Key Terms

amendmentprincipal terms of the agreementoutstanding sharesagreement of merger

Related Statutes

  • § 1101 Corporate Merger Agreement Requirements
  • § 1105 Merger Abandonment Authority
  • § 1106 Merger Agreement Evidence Rules
  • § 1111 Close Corporation Merger Approval
  • § 1112 Nonprofit Merger Shareholder Approval

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 1104.
View Official Source