Minisoft Corporation and Pear, Inc. are the two largest computer companies in the United States. Pending Department of Justice antitrust review, the two corporations plan to merge, renaming their company “Mini-Pear, Inc.”. As an integral part of the merge, existing shareholders of Minisoft Corporation and Pear, Inc. will be offered an even “stock swap”. Per the terms of the proposed trade, current shareholders of Minisoft Corporation and Pear, Inc. will exchange share of their company’s stock for (1) share of Mini-Pear, Inc. stock. A few shareholders of both Minisoft Corporation and Pear, Inc. do not approve of the terms of the proposed merger, nor do they approve the merger itself. The vast majority of the shareholders of the companies approve the merger.
Question (1)
What is the process that must be taking in a corporation in order to take a decision to merge with another corporation? And whose approvals must be considered? Explain in details.
Question (2)
What rights do the minority shareholders have, either in terms of blocking the merger, or in terms of estimating the fair value of their existing shares?