A Board Resolution For Merger is a crucial corporate document required under Indian law when companies undertake merger transactions. This document is mandatory under the Companies Act, 2013, and serves multiple purposes: it formally records the board's approval of the merger, demonstrates proper corporate governance, and provides necessary authorizations for implementing the merger. The resolution must be passed in a validly convened board meeting with proper quorum and should comprehensively address all aspects of the merger including valuation, share exchange ratio, and compliance with regulatory requirements. It forms part of the mandatory documentation submitted to various regulatory authorities including the National Company Law Tribunal (NCLT), Registrar of Companies, and if applicable, the Securities and Exchange Board of India (SEBI). The resolution should be detailed enough to demonstrate that the board has exercised proper due diligence and considered the interests of all stakeholders while approving the merger.
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1. Title and Date: Specifies that this is a resolution of the Board of Directors, including company name and meeting date
2. Attendance and Quorum: Lists directors present, confirms quorum requirements are met, and notes any invitees
3. Background: Provides context about the proposed merger, including discussions with the merger partner and rationale
4. Merger Consideration: Details of the valuation and consideration structure for the merger
5. Key Terms: Summary of principal terms of the merger including structure, timing, and key conditions
6. Statutory Compliance: Confirmation of compliance with relevant laws and regulations
7. Board Deliberation: Record of board's consideration of merger benefits, risks, and impact on stakeholders
8. Declaration of Interest: Disclosure of any directors' interests in the merger
9. Resolution Text: Formal resolution language approving the merger and authorizing specific actions
10. Authorization: Empowerment of specific officers to execute documents and take necessary steps
1. Fairness Opinion: Reference to independent fairness opinion, if obtained
2. Due Diligence Summary: Overview of due diligence findings, if completed before board approval
3. Regulatory Requirements: Specific section on regulatory approvals if dealing with regulated industries
4. Employee Matters: Specific provisions regarding employee integration, if significant HR implications exist
5. Foreign Investment Considerations: Required if the merger involves foreign investment elements
1. Schedule A - Merger Agreement: Draft or final merger agreement being approved
2. Schedule B - Valuation Report: Summary or full valuation report from independent valuer
3. Schedule C - Financial Summary: Key financial metrics and implications of the merger
4. Schedule D - Legal Due Diligence Report: Summary of legal due diligence findings
5. Schedule E - Integration Plan: High-level plan for post-merger integration
6. Appendix 1 - List of Authorizations: Detailed list of specific authorizations granted to officers
7. Appendix 2 - Regulatory Submissions: List of required regulatory filings and timeline
Authors
Relevant legal definitions
Clauses
Relevant Industries
Manufacturing
Information Technology
Financial Services
Healthcare
Real Estate
Retail
Telecommunications
Energy
Infrastructure
Consumer Goods
Professional Services
Media and Entertainment
Relevant Teams
Legal
Corporate Secretarial
Board of Directors
Corporate Development
Finance
Compliance
Corporate Strategy
Mergers and Acquisitions
Corporate Governance
Risk Management
Relevant Roles
Chief Executive Officer
Managing Director
Company Secretary
Chief Financial Officer
Legal Director
Corporate Counsel
Board Chairman
Independent Director
Compliance Officer
Chief Legal Officer
Corporate Strategy Director
Merger Integration Director
Chief Operating Officer
Corporate Development Officer
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