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Law Educator, Esq.
Law Educator, Esq., Attorney
Category: Legal
Satisfied Customers: 116779
Experience:  JA Mentor -Attorney Labor/employment, corporate, sports law, admiralty/maritime and civil rights law
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If two entities merge, must the merger agreements voted on

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If two entities merge, must the merger agreements voted on by the members of each entity be identical? If they are not, is the merger null and void?
Thank you for your question. I look forward to working with you to provide you the information you are seeking.

The merger agreement voted on by members must represent their agreement and what they will receive in the deal. Even though the agreement one company votes on is not identical to the other company's, if the agreements represent the agreement each company would receive in the merger the merger is still valid. It is where the two agreements are different and conflict with each other that they can be invalidated.

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Customer: replied 4 years ago.

My question regards XXXXX XXXXX of the USWA and PACE unions in 2005.

The document voted on at the PACE convention gave benefits to the PACE executive board members who would be displaced by the merger including retaining their staff, pay, having a voice without vote on the USW executive board, and more without ever having to face another election. The document voted on by the USWA members did not include this language.

Thank you for your clarification.

If the two agreements are materially different, they would be generally void, since the rights given were rights that impact the USWA as well as PACE members. In order to give the PACE board these benefits the USWA members also would have to approve these benefits.
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