Mergers: Some Considerations on Corporate Combinations under the Proposed Amendment to the Civil and Commercial Code

Abstract

Mergers could be carried out by several techniques. One of such techniques is by following procedures set out in the statute, known as “statutory merger.” The Civil and Commercial Code nowadays only allows a corporate combination that creates a new corporation in which none of the previous corporations survive. The proposed amendment to the Civil and Commercial Code provides another type of combination, where one corporation merges into another, with the former being extinguished, and the latter surviving. This article explains merger techniques pursuant to the United States law and practices. It then goes on to analyze corporate combination procedures under the proposed amendment.