merger

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Merger

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.

In contract law, agreements are merged when one contract is absorbed into another. The merger of contracts is generally based on the language of the agreement and the intent of the parties. The merger of contracts is not the same as a merger clause, which is a provision in a contract stating that the written terms cannot be varied by prior or oral agreements.

Estates affecting ownership of land are merged where a greater estate and a lesser estate coincide and are held by the same individual. For example, merger occurs when a person who leases land from another subsequently is given ownership of it upon the death of the lessor who has so provided in his will.

In Criminal Law, the commission of a major crime that includes a lesser offense results in the latter being merged in the former. For example, the crime of rape includes the lesser offense of Sexual Abuse which is merged into one prosecution for rape.

Cross-references

Lesser Included Offense; Mergers and Acquisitions.

merger

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.

merger

noun absorption, affiliation, alliance, assimilation, association, centralization, 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
See also: accession, affiliation, cartel, coalescence, coalition, combination, concert, consolidation, consortium, federation, integration, meeting, syndicate, trust

merger

1 the process whereby two or more companies come together to form a new single entity. The merger maybe 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. The arrangement maybe subject to COMPETITION POLICY.
2 the extinguishment of an estate, interest, contract, right or offence by its absorption into a greater one.

MERGER. Where a greater and lesser thing meet, and the latter loses its separate existence and sinks into the former. It is applied to estates, rights, crimes, and torts.

MERGER, estates. When a greater estate and less coincide and meet in one and the same person, without any intermediate estate, the less is immediately merged, that is, sunk or drowned in the latter; example, if there be a tenant for years, and the reversion in fee simple descends to, or is purchased by him, the term of years is merged in the inheritance, and no longer exists; but they must be to one and the same person, at one and the same time, in one and the same right. 2 BL Com. 177; 3 Mass. Rep. 172; Latch, 153; Poph. 166; 1 John. Ch. R. 417; 3 John. Ch. R. 53; 6 Madd. Ch. R. 119.
     2. The estate in which the merger takes place, is not enlarged by the accession of the preceding estate; and the greater, or only subsisting estate, continues, after the merger, precisely of the same quantity and extent of ownership, as it was before the accession of the estate which is merged, and the lesser estate is extinguished. Prest. on Conv. 7. As a general rule, equal estates will not drown in each other.
     3. The merger is produced, either from the meeting of an estate of higher degree, with an estate of inferior degree; or from the meeting of the particular estate and the immediate reversion, in the same person. 4 Kent, Com. 98. Vide 3 Prest. on Conv. which is devoted to this subject. Vide, generally, Bac. Ab. Leases, &c. R; 15 Vin. Ab. 361; Dane's Ab. Index, h.t.; 10 Verm. R. 293;; 8 Watts, R. 146; Co. Litt. 338 b, note 4; Hill. Ab. Index, h.t.; Bouv. Inst; Index, h.t.; and Confusion; Consolidation; Unity of Possession.

MERGER, crim. law. When a man commits a great crime which includes a lesser, the latter is merged in the former.
     2. Murder, when committed by blows, necessarily includes an assault and battery; a battery, an assault; a burglary, when accompanied with a felonious taking of personal property, a larceny in all these, and similar cases, the lesser crime is merged in the greater.
     3. But when one offence is of the same character with the other, there is no merger; as in the case of a conspiracy to commit a misdemeanor, and the misdemeanor is afterwards committed in pursuance of the conspiracy. The two crimes being of equal degree, there can be no legal merger. 4 Wend. R. 265. Vide Civil Remedy.

MERGER, rights. Rights are said to be merged when the same person who is bound to pay is also entitled to receive. This is more properly called a confusion of rights, or extinguishment.
     2. When there is a confusion of rights, and the debtor and creditor become the same person, there can be no right to put in execution; but there is an immediate merger. 2 Ves. jr. 264. Example: a man becomes indebted to a woman in a sum of money, and afterwards marries her, there is immediately a confusion of rights, and the debt is merged or extinguished.

MERGER, torts. Where a person in committing a felony also commits a tort against a private person; in this case, the wrong is sunk in the felony, at least, until after the felon's conviction.
     2. The old maxim that a trespass is merged in a felony, has sometimes been supposed to mean that there is no redress by civil action for an injury which amounts to a felony. But it is now established that the defendant is liable to the party injured either after his conviction; Latch, 144; Noy, 82; W. Jones, 147; Sty. 346; 1 Mod. 282; 1 Hale, P. C. 546; or acquittal. 12 East, R. 409; 1 Tayl. R. 58; 2 Hayw. 108. If the civil action be commenced before, the plaintiff will be nonsuited. Yelv. 90, a, n. See Hamm. N. P. 63; Kely. 48; Cas. Tempt. Hardw. 350; Lofft. 88; 2 T.R. 750; 3 Greenl. R. 458. Butler, J., says, this doctrine is not extended beyond actions of trespass or tort. 4 T. R. 333. See also 1 H. Bl. 583, 588, 594; 15 Mass. R. 78; Id. 336. Vide Civil Remedy; Injury.
     3. The Revised Statutes of New York, part 3, c. 4, t. 1, s. 2, direct that the right of action of any person injured by any felony, shall not, in any case, be merged in such felony, or be in any manner affected thereby. In Kentucky, Pr. Dec. 203, and New Hampshire, 6 N. H. Rep. 454, the owner of stolen goods, may immediately. pursue his civil remedy. See, generally, Minor, 8; 1 Stew. R. 70; 15 Mass. 336; Coxe, 115; 4 Ham. 376; 4 N. Hanp. Rep. 239; 1 Miles, R. 212; 6 Rand. 223; 1 Const. R. 231; 2 Root, 90.

References in periodicals archive ?
II ("ROI") (NASDAQ:ROIQ; ROIQW; ROIQU) today announced that it has set October 15, 2015 as the date for the special meetings of ROI's stockholders and public warrantholders relating to the previously announced business combination transaction (the "Business Combination") between ROI and Ascend Telecom Holdings Limited ("Ascend Holdings").
Under ROI's amended and restated certificate of incorporation, the deadline to complete a business combination currently is September 20, 2015.
The closing of the business combination remains subject to customary conditions set forth in the parties Business Combination Agreement dated September 24, 2013, as amended February 14, 2014, including approval by shareholders of Tokyo Electron and Applied Materials and review by regulators in various countries.
No holders of shares of Liberty common stock issued in Liberty's initial public offering validly elected to require Liberty to redeem their shares for a pro rata portion of Liberty's trust account if the business combination with Prisa is completed.
141 is likely to be replaced by the recently Proposed Statement of Financial Accounting Standards, Business Combinations.
In the letter, EMR noted, "As we discussed today, we believe that a business combination of EMR and Metal Management would be in the best interests of Metal Management, its stockholders and EMR.
For purposes of FAS 141, the formation of a joint venture is not a business combination.
Should a regulator seek to stop a business combination, he must, outside of certain highly regulated industries, sue in a court of law to show that the merger violates the law (usually the Sherman Act).
In the long run, specific information related to a particular business combination likely will be better for investors, once they've gone through the learning curve on evaluating the new rules on acquired intangibles, sifting through new disclosure requirements and changing old evaluation methods.
Considering the obverse situation, if a valuation allowance is first required in a period subsequent to the business combination, the reduction of the deferred tax asset (through an increase to the valuation allowance) is presumably to be reflected in current income taxes.
made by Tokyo Electron on September 24, 2013 (the Prior Press Release ), these subsidiaries will be incorporated as part of a business combination (the Business Combination ) through a merger of equals between Tokyo Electron and Applied Materials, Inc.
WS) announced today that the record date for the special meeting of its stockholders to approve the proposed business combination with Promotora de Informaciones, S.

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