New York Laws
Article 9 - Merger or Consolidation
907-A - Application for Approval of the Supreme Court.

(a) Application for an order approving the plan of merger and
authorizing the filing of the certificate may be made in the judicial
district in which the principal office of the surviving or consolidated
corporation is to be located, or in which the office of one of the
domestic constituent corporations is located. The application shall be
made by all the constituent corporations jointly and shall set forth by
affidavit: (1) the plan of merger or consolidation, (2) the approval
required by section 903 (Approval of plan) or paragraph (b) of section
906 (Merger or consolidation of domestic and foreign corporations) of
this article for each constituent corporation, (3) the objects and
purposes of each such corporation to be promoted by the merger or
consolidation, (4) a statement of all property, and the manner in which
it is held, and of all liabilities and of the amount and sources of the
annual income of each such corporation, (5) whether any votes against
adoption of the resolution approving the plan of merger or consolidation
were cast at the meeting at which the resolution was adopted by each
constituent corporation, and (6) facts showing that the consolidation is
authorized by the laws of the jurisdictions under which each of the
constituent corporations is incorporated.
(b) Upon the filing of the application the court shall fix a time for
hearing thereof and shall direct that notice thereof be given to such
persons as may be interested, including the attorney general, any
governmental body or officer and any other person or body whose consent
or approval is required by section 909 (Consent to filing) of this
article, in such form and manner as the court may prescribe. If no votes
against adoption of the resolution approving the plan of merger or
consolidation were cast at the meeting at which the resolution was
adopted by any constituent corporation the court may dispense with
notice to anyone except the attorney-general, any governmental body or
officer and any other person or body whose consent or approval is
required by section 909 (Consent to filing) of this article. Any person
interested may appear and show cause why the application should not be
granted.
(c) If the court shall find that any of the assets of any of the
constituent corporations are held for a charitable purpose or are
legally required to be used for a particular purpose, but not upon a
condition requiring return, transfer or conveyance by reason of the
merger or consolidation, the court may, in its discretion, direct that
such assets be transferred or conveyed to the surviving or consolidated
corporation subject to such purpose or use, or that such assets be
transferred or conveyed to the surviving or consolidated corporation or
to one or more other domestic or foreign corporations or organizations
engaged in substantially similar activities, upon an express trust the
terms of which shall be approved by the court.
(d) If the court shall find that the interests of non-consenting
members are or may be substantially prejudiced by the proposed merger or
consolidation, the court may disapprove the plan or may direct a
modification thereof. In the event of a modification, if the court shall
find that the interests of any members may be substantially prejudiced
by the proposed merger or consolidation as modified, the court shall
direct that the modified plan be submitted to vote of the members of the
constituent corporations, or if the court shall find that there is not
such substantial prejudice, it shall approve the agreement as so
modified without further approval by the members. If the court, upon
directing a modification of the plan of merger or consolidation, shall
direct that a further approval be obtained from members of the
constituent corporations or any of them, such further approval shall be

obtained in the manner specified in section 903 (Approval of plan) or
paragraph (b) of section 906 (Merger or consolidation of domestic and
foreign corporations) of this article.
(e) If it shall appear, to the satisfaction of the court, that the
provisions of this section have been complied with, and that the
interests of the constituent corporations and the public interest will
not be adversely affected by the merger or consolidation, it shall
approve the merger or consolidation upon such terms and conditions as it
may prescribe.
(f) A certified copy of such order shall be annexed to the certificate
of merger or consolidation.