Maine Corporation Merger Agreement and Approval Packet

MAINE CORPORATION MERGER AGREEMENT AND APPROVAL PACKET

Scope gate. Use only for a negotiated merger of two existing Maine domestic business corporations in which [MERGER SUB] merges into [TARGET] and Target survives. Do not use for parent-subsidiary short form, share exchange, foreign or eligible-entity constituent, conversion, regulated entity, 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 Maine 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 1102 requires party and survivor names, terms, interest treatment, survivor or new-entity organic documents, and other governing-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. The ordinary threshold is a majority of all votes entitled to be cast by each voting group; articles may set the limited lower rule described in § 1104(5). Record every separate group. The survivor no-vote route has separate 20% voting- and participating-share tests.

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

Section 1322 is repealed; use current § 1322-A. Classify rights under § 1302, send the § 1321 notice, preserve the current intent rule, and if the action becomes effective send the § 1323 appraisal form no later than 10 days after effectiveness with a 40-to-60-day response date.

☐ 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 approval, each party signs articles under § 1106. State party types and jurisdictions, effective date, survivor amendments or new articles, and whether 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

• 13-C M.R.S. § 1102
• 13-C M.R.S. § 1104
• 13-C M.R.S. § 1106
• 13-C M.R.S. § 1302
• 13-C M.R.S. § 1322-A
• 13-C M.R.S. § 1323