District of Columbia Corporation Merger Agreement and Approval Packet

DISTRICT OF COLUMBIA CORPORATION MERGER AGREEMENT AND APPROVAL PACKET

Scope gate. Use only for a negotiated merger of two existing District domestic business corporations in which [MERGER SUB] merges into [TARGET] and Target survives. Do not use for Chapter 2 cross-form transaction, parent-subsidiary short form, share exchange, foreign survivor, nonprofit, benefit or regulated corporation, tender structure, insolvent entity, or contested-control transaction.

Separate the records. Keep the negotiated transaction agreement, statutory plan, board records, shareholder records, appraisal materials, filed instrument, and filing evidence as distinct closing records.

No default boilerplate. Arbitration, jury waiver, indemnity, liability cap, termination fee, specific performance, fee shifting, tax treatment, and fiduciary-process conclusions apply only if District of Columbia counsel completes the relevant schedule.

1. Transaction Classification

Before drafting:

☐ Confirm both parties are active domestic business corporations within this packet's scope.

☐ Reconcile articles, amendments, bylaws, stock ledgers, voting agreements, options, warrants, equity awards, board records, and shareholder records.

☐ Inventory contracts, debt, liens, permits, employees, benefits, taxes, litigation, real property, intellectual property, data, insurance, and foreign qualifications.

☐ Identify every third-party, lender, landlord, regulator, securities, antitrust, tax, labor, benefit-plan, privacy, and industry approval outside the corporation statute.

2. Negotiated Transaction Agreement

This Transaction Agreement is made as of [DATE] between [TARGET] and [MERGER SUB]. Subject to the statutory plan and all required approvals, Merger Sub will merge into Target and Target will survive.

2.1 Consideration and capitalization

Schedule 2 states the authorized, issued, treasury, and outstanding shares of every class or series; the treatment of every share and acquisition right; consideration; fractional-interest treatment; withholding; exchange mechanics; and option, warrant, award, and intercompany-share treatment.

2.2 Representations and disclosure schedules

Include only representations selected and supported by disclosure schedules. For each, state the knowledge and materiality standards, bring-down test, survival period, remedy, and fraud or nonwaivable-law treatment.

2.3 Interim covenants and conditions

Schedule 3 states ordinary-course limits, consent rights, information access, confidentiality, financing cooperation, regulatory filings, employee communications, solicitation terms, and fiduciary-out terms.

Schedule 4 identifies closing conditions, including statutory approvals, third-party approvals, absence of a prohibitory order, specified representation accuracy, covenant performance, and closing deliveries. A contractual waiver never replaces a mandatory corporate action or filing.

2.4 Termination and remedies

Schedule 5 states the outside date, termination events, amendment authority, expenses, any fee, specific-performance position, survival, and consequences. No remedy, indemnity, cap, escrow, or fee shift applies unless expressly completed and reviewed.

3. Exhibit A — Statutory Plan of Merger

Section 29-309.02 requires the parties and survivor, terms and conditions, treatment of shares, survivor or new-corporation articles, and any additional organic-law requirements.

PLAN OF MERGER

1. Parties and survivor. [TARGET] and [MERGER SUB] are the constituent corporations. [TARGET] will survive.

2. Terms and conditions. [State all statutory and negotiated conditions.]

3. Share treatment.

4. Survivor organic documents. ☐ unchanged ☐ amended exactly as Attachment A.

5. Additional provisions. [Insert only provisions verified as permitted for this transaction.]

6. Amendment / abandonment. [State authority, procedure, limits, and filing consequence.]

7. Effective time. [State filing-time or permitted delayed-effective-time election.]

4. Approval Record

Each board adopts the plan. If shareholder approval is required, notify every shareholder, include the plan and survivor articles, test separate voting groups, apply the actual quorum/vote rules and organic-document overrides, and document any § 29-309.04(7) survivor no-vote conclusion.

Board record

Shareholder and voting-group record

☐ Notices, plan copies or summaries, organic documents, financial materials, appraisal disclosures, delivery evidence, record dates, proxies, and written actions retained.

☐ Any no-vote exception supported by a signed memorandum addressing every statutory condition.

5. Appraisal / Dissent Workflow

Do not assume rights or deadlines. Map the exact class, consideration, approval route, market exception, notice, demand, payment, and court steps under current Subchapter XI before sending shareholder materials.

☐ No approval notice was sent until counsel completed the appraisal-rights classification.

☐ Demands, certifications, certificates or transfer restrictions, payments, supplemental demands, and court dates are tracked outside the general closing calendar.

6. Filing Instrument

After all approvals, sign and file articles under § 29-309.06 stating the parties, survivor-article changes or new articles, and whether each required shareholder approval was obtained or not required.

Do not file the commercial agreement unless current law and the filing strategy specifically require it. Remove confidential schedules and deal terms from the public filing unless legally required.

7. Closing and Post-Closing

☐ Final plan matches the board- and shareholder-approved version.

☐ Filed instrument accepted and effective time independently confirmed.

☐ Consideration and exchange instructions released only after closing conditions are satisfied.

☐ Dissent/appraisal notices and payments calendared.

☐ Contracts, permits, liens, accounts, tax, payroll, benefits, insurance, real estate, intellectual property, data, and foreign qualifications transitioned.

☐ Stock ledger, minute books, beneficial-ownership records, and survivor capitalization updated.

☐ Transaction agreement, plan, approvals, notices, filed instrument, receipt, and closing certificate preserved.

8. Signatures

[TARGET]

By: ________________________________________

Name / title: [________________________________]

Date: [__/__/____]

[MERGER SUB]

By: ________________________________________

Name / title: [________________________________]

Date: [__/__/____]

Sources and References

• D.C. Code § 29-309.02
• D.C. Code § 29-309.04
• D.C. Code § 29-309.06
• D.C. Code § 29-311.02