---
title: "Merger"
type: Legal Term
source: https://casebriefly.com/legal-terms/merger
---

# Merger

A merger is a fundamental corporate transaction in which two or more corporations combine, with one entity (the surviving corporation) absorbing the other (which ceases to exist as a separate legal entity). Mergers typically require approval by the board of directors of each constituent corporation and a vote of the shareholders, usually by a majority or supermajority of outstanding shares. Under the de facto merger doctrine, courts may treat an asset acquisition structured to avoid statutory merger requirements as a merger if the transaction has the economic substance of one, thereby triggering shareholder voting and appraisal rights. In change-of-control mergers, directors face heightened fiduciary duties under frameworks such as Revlon duties and the Unocal test.

## Related Terms

- hostile-takeover
- revlon-duties
- appraisal-rights
- entire-fairness-standard

## Related Cases

- smith-v-van-gorkom
- katz-v-bregman

## Example

When Corporation A merged with Corporation B, Corporation B ceased to exist and its shareholders received shares of Corporation A as consideration, with dissenting shareholders entitled to exercise their appraisal rights to receive the fair value of their shares.

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Source: [Merger — CaseBriefly](https://casebriefly.com/legal-terms/merger)