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HomeCorporations CodeCh. 10Art. 1§ 12536 Amending Merger Agreements

§ 12536 Amending Merger Agreements

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

§ 12536 Amending Merger Agreements

This law says that if a merger agreement is changed, the board must OK it, and if the change is big, the members must also vote on it; once approved, the changed agreement becomes the official merger deal.

Key Takeaways

  • •Any change to a merger agreement needs board approval.
  • •If the change affects main terms (like price or ownership), members must also approve it.
  • •Once the change is approved, the new version becomes the official merger agreement.

Example

A company wants to raise the price it will pay to buy another company, so it rewrites the merger contract.

The board first signs off on the new price, and because the price is a main part of the deal, the members also vote to approve it. After both approvals, the new contract is the merger agreement.

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

Official Source
View on CA.gov

§ 12536 Amending Merger Agreements

(a) 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 members, as required by Section 12533 of any constituent corporation in the same manner as the original agreement. (b) If the agreement so amended is approved as provided in subdivision (a), the agreement so amended shall then constitute the agreement of merger. (Added by Stats. 1982, Ch. 1625, Sec. 3. Operative January 1, 1984.)

Last verified: January 10, 2026

Key Terms

amendmentagreement of mergerprincipal termsSection 12533

Related Statutes

  • § 6015 Merger Agreement Amendment Approval
  • § 6014 Merger Filing Requirements
  • § 8014 Merger Approval Filing Requirements
  • § 12531 Corporate Merger Agreement Requirements
  • § 12535 Merger Agreement Filing Requirements

References

  • Official text at leginfo.legislature.ca.gov
  • California Legislature. Corporations Code. Section 12536.
View Official Source