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merg·er /'mər-jər/ n1: the absorption of a lesser estate or interest into a greater one held by the same person compare confusion2: the incorporation and superseding of one contract by another3 a: the treatment (as by statute) of two offenses deriving from the same conduct such that a defendant cannot be or is not punished for both esp. when one offense is incidental to or necessarily included in the othera merger of offenses in a statutea merger of convictionsb: the doctrine according to which such offenses must be merged compare double jeopardy◇ Merger commonly involves the interpretation of statutes and legislative intent in deciding whether two or more offenses deriving from the same conduct remain distinct.4: a doctrine in civil litigation: a judgment in favor of a plaintiff incorporates and supersedes the cause of action and any claims based on it and requires that further litigation in the case by the defendant be concerned with the judgment itself compare bar 3b estoppel by judgment at estoppel 2a, res judicata5: the superseding of a prior agreement in a divorce case by the divorce decree6 a: the act or process of mergingb: absorption by one corporation of another; also: any of various methods of combining two or more organizations (as business concerns) compare consolidatecash merger: a merger in which shareholders in the company to be absorbed receive cash for their shares rather than shares in the absorbing companya tender offer to be followed by a cash merger see also cash outde facto merger: a merger that is characterized by the issuance of stock to the corporation to be absorbed rather than an outright purchase of assets for cash, by continued participation of the shareholders, directors, and employees of the absorbed corporation, and by an assumption of liabilities by the absorbing corporation◇ Shareholders in a de facto merger are considered to have the same right to an appraisal of the fair value of their shares as shareholders in a statutory merger.short–form merger: an accelerated statutory merger between a subsidiary and a parent corporation that controls a large specified majority of shares in the subsidiarystatutory merger: a merger performed in accordance with relevant statutes that require specific procedures for the notification and approval of shareholders
Merriam-Webster’s Dictionary of Law. Merriam-Webster. 1996.
- merger
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I
noun
absorption, affiliation, alliance, amalgamation, assimilation, association, centralization, coalescence, coalition, combination, confederation, conflation, consolidation, federation, fellowship, fusion, incorporation, integration, joinder, joint concern, loss of identity, mixture, partnership, solidarity, syndicate, unification, union, united front, voluntary association
associated concepts: compulsory merger, conglomerate merger, consolidation, forced merger, horizontal merger, merger of estates, vertical merger
II
index
accession (annexation), affiliation (amalgamation), cartel, coalescence, coalition, combination, concert, consolidation, consortium (business cartel), federation, integration (amalgamation), integration (assimilation), meeting (encounter), syndicate, trust (combination of businesses)
Burton's Legal Thesaurus. William C. Burton. 2006
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n.(1) The combination of two or more entities, rights, or other things into a single whole, especially the absorption of the minor entities, rights, or things into the largest of them.(2) The combining of two or more corporations into one, with one of them absorbing the others into itself.(3) The absorption of one estate into another when one person comes into possession of both of them.(4) Sentencing a person convicted of two or more crimes for only one of them.(5) After a plaintiff receives judgment in his or her favor, the combination of that judgment with other possible issues arising out of the original claim, thereby making it impossible to sue again on the same cause of action.(6) In a divorce action, substituting the final judgment for other property settlement agreements.
The Essential Law Dictionary. — Sphinx Publishing, An imprint of Sourcebooks, Inc. Amy Hackney Blackwell. 2008.
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the process whereby two or more companies come together to form a new single entity. The merger may be effected as follows: by way of a scheme for amalgamation approved by the court; in the form of a takeover whereby one company acquires the shares of the other; where a new company is set up to acquire shares in the merging companies so that the shareholders of the merging companies receive shares in the new company.
Collins dictionary of law. W. J. Stewart. 2001.
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1) In corporate law, the joining together of two corporations in which one corporation transfers all of its assets to the other. In effect, one corporation "swallows" the other. The shareholders of the swallowed company receive shares of the surviving corporation. Distinguished from a "consolidation," in which both companies join together to create a new corporation.2) In real property law, when an owner of an interest in property acquires a greater or lesser interest in the same property, the two interests become one.3) In real property law, when a person acquires two parcels of land that had been previously subdivided and that are substandard size, the buyer who acquires title in the two lots may find that they are "merged" into one lot.Category: Business, LLCs & Corporations → LLCs, Corporations, Partnerships, etc.Category: Real Estate & Rental Property → HomeownersCategory: Real Estate & Rental Property → Buying a House
Nolo’s Plain-English Law Dictionary. Gerald N. Hill, Kathleen Thompson Hill. 2009.
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In the context of business combinations, the coming together of two or more enterprises for the mutual sharing of the risks and rewards of the combined enterprise, where two groups of shareholders are in a position to continue their shareholdings as before but on a combined basis (in other words, effectively no transfer of control). An important feature is that significant resources do not leave the merged entity as a result of the combination.Related links+ mergerUSAA type of acquisition where two companies combine into one legal entity. The surviving entity assumes all assets, rights and liabilities of the extinguished entity. The merger process is governed by the laws of the states of formation of the parties.
Practical Law Dictionary. Glossary of UK, US and international legal terms. www.practicallaw.com. 2010.
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n.1 In contract law, the action of superseding all prior written or oral agreements on the same subject matter.2 In criminal law, the inclusion of a lesser offense within a more serious one, rather than charging it separately, which might cause double jeopardy.3 In litigation, the doctrine that all of the plaintiff's prior claims are superseded by the judgment in the case, which becomes the plaintiff's sole means of recovering from the defendant.4 The combination under modern codes of civil procedure of law and equity into a single court.5 In corporate law, the acquisition of one company by another, and their combination into a single legal entity.
Webster's New World Law Dictionary. Susan Ellis Wild. 2000.
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The combination or fusion of one thing or right into another thing or right of greater or larger importance so that the lesser thing or right loses its individuality and becomes identified with the greater whole.
Dictionary from West's Encyclopedia of American Law. 2005.
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The combination or fusion of one thing or right into another thing or right of greater or larger importance so that the lesser thing or right loses its individuality and becomes identified with the greater whole.II The absorption of one thing or right into another.
Short Dictionary of (mostly American) Legal Terms and Abbreviations.
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n.1) in corporate law, the joining together of two corporations in which one corporation transfers all of its assets to the other, which continues to exist. In effect one corporation "swallows" the other, but the shareholders of the swallowed company receive shares of the surviving corporation. A merger is distinguished from a "consolidation," in which both companies join together to create a new corporation.2) in real property law, when an owner of an interest in property acquires a greater or lesser interest in the same property, the two interests become one. Examples: a person with a life estate is given the title to the property by inheritance, the life estate is merged with the titled interest.3) another important form of merger occurs when a person acquires two parcels of land which were once a single lot that had been divided into two lots by a "lot split" granted by the city or county. If the minimum lot size has been increased by changes in local ordinances and the two lots are now sub-standard size, the buyer who acquires title in the two lots may find that they are "merged" into one lot and he or she has lost the right to build a house on each lot. To avoid this problem, the buyer should make sure title in each lot is obtained under a different name, i.e. husband taking one, and wife the other.
Law dictionary. EdwART. 2013.
