Merger Creates Continuing Entity
Sapphire Holdings and Sierra Solutions approve a plan to merge. After compliance with the statute, Sapphire Holdings continues as the sole operating company with all assets and liabilities transferred automatically.
Written by attorneys · grounded in primary & secondary sources — see below
2 senses
An entity that continues after one or more business corporations or eligible entities merge pursuant to a plan of merger.
A person who outlives another.
Each sense below has its own examples, sources, and questions.
An entity that continues after one or more business corporations or eligible entities merge pursuant to a plan of merger.
Select any source to read its text and confirm it supports the definition.
A person who outlives another.
Select any source to read its text and confirm it supports the definition.
Sapphire Holdings and Sierra Solutions approve a plan to merge. After compliance with the statute, Sapphire Holdings continues as the sole operating company with all assets and liabilities transferred automatically.
Two foreign corporations merge under the statute. The resulting domestic corporation is created as the survivor and holds all merged property without further transfer.
A state legislature enacts updated merger rules. Courts hold that the continuing corporation remains the survivor entitled to all rights under the plan of merger.
Shareholders sue over a merger proxy violation. After establishing the violation, the corporation or its survivor must reimburse the successful plaintiffs for litigation costs.
All liabilities of the merging entities become liabilities of the survivor by operation of law.
Supporting sources
Joseph and Jennie execute a joint will giving the survivor a life estate in all property with remainder to their children. After Joseph dies, Jennie exercises the powers as survivor during her lifetime.
After Isaac's death, his second wife Sandra receives a survivor annuity under federal retirement law while the sons from the first marriage assert competing state-law claims.
The surviving joint tenant takes the entire interest by right of survivorship without probate.
Supporting sources
No. A separation decree that does not terminate the marriage leaves the spouse as the surviving spouse for intestacy purposes.
Supporting sources
Yes. When shareholders establish a securities violation, the corporation or its survivor must reimburse reasonable litigation expenses.
Supporting sources
…1973. No development of constitutional law since the case was decided has implicitly or explicitly left Roe behind as a mere survivor of obsolete constitutional thinking. It will be recognized, of course, that Roe stands at an intersection of two lines of decisions, but in whichever doctrinal category one reads the…