The Non-Merger Virtual Merger: Is Corporate Law Ready for Virtual Reality?

60 Pages Posted: 4 Nov 2004

See all articles by Stuart R. Cohn

Stuart R. Cohn

University of Florida - Levin College of Law

Abstract

The term virtual mergers describes the relatively recent phenomenon of companies entering into contractual arrangements that are functionally, but not legally, equivalent to mergers prescribed by corporate statutes. Virtual mergers usually involve the shared use of assets contributed by each of the companies. A central element of the transaction is that the two companies remain legally independent, each with its own directors, officers, and shareholders. The arrangements can usually be terminated by either party, allowing each company to return to the status quo ante or exercise buyout rights if contractually provided.

Although virtual mergers have occurred among public companies in Europe, no U.S. public company has yet engaged in such a transaction. The advantages of the transaction are very likely to lead to its use in this country among both public and smaller companies. The application of corporate statutes to a virtual merger is not clear. This article examines the issue of shareholder voting and whether, and to what extent, current statutory provisions and judicial interpretation support shareholder voting and appraisal rights in these unusual forms of corporate combination.

Keywords: Delaware, Journal, Corporate, Law, Virtual Reality, Merger

Suggested Citation

Cohn, Stuart R., The Non-Merger Virtual Merger: Is Corporate Law Ready for Virtual Reality?. Delaware Journal of Corporate Law, Vol. 29, No. 1, pp. 1-50, 2004. Available at SSRN: https://ssrn.com/abstract=614682

Stuart R. Cohn (Contact Author)

University of Florida - Levin College of Law ( email )

P.O. Box 117625
Gainesville, FL 32611-7625
United States

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