Sec 10-1104. Merger or other transaction involving subsidiary

A. A parent entity owning at least ninety per cent of the outstanding shares of each class of a subsidiary domestic corporation may merge the subsidiary into itself, cause the conversion, domestication or division of the subsidiary or cause the shares of the subsidiary to be acquired in an interest exchange without approval of the interest holders of the parent or the shareholders of the subsidiary.

B. The governors of the parent shall adopt a plan that complies with title 29, chapter 6.

C. The parent shall mail a copy or summary of the plan to each shareholder, other than the parent, of the subsidiary who does not waive the mailing requirement in writing.

D. The parent may not deliver a statement of merger or other transaction to the commission for filing until at least thirty days after the date it mailed a copy of the plan to each shareholder of the subsidiary who did not waive the mailing requirement.

E. A statement of merger or other transaction in connection with a transaction that is governed by this section shall not contain amendments to the public organizational document of the parent entity.