Plan of Merger

Skills: Corporate Agreements Ideation, Creation and Administration

Corporate Documentation and Filing Support

• M&A Document Preparation and Formatting: Drafting, organizing, and preparing initial drafts or final versions of complex corporate instruments like the Plan of Merger and ancillary agreements, ensuring correct formatting and consistency.
• Corporate Records Management: Handling and organizing essential corporate documents, including Articles of Incorporation and By-Laws.
• Filing and Registration Coordination: Preparing and submitting required documents (e.g., the Plan of Merger and supporting papers) to governmental agencies, including the Securities and Exchange Commission (SEC) and the nation’s Competition Commission.
• Legal Compliance Tracking: Monitoring and maintaining a checklist to ensure the merger process complies with the Revised Corporation Code of the Philippines and other applicable laws.
• Signature and Notary Coordination: Managing the logistical process of obtaining signatures, coordinating with key personnel, and scheduling for notary public acknowledgement.

Contract and Agreement Administration

• Confidentiality Management: Implementing and tracking confidentiality agreements regarding non-public information related to the transaction.
• Governing Law and Jurisdiction Tracking: Ensuring all contracts and corporate plans explicitly state the governing jurisdiction (e.g., Laws of the Republic of the Philippines).
• Counterparts Execution Management: Coordinating the execution and collation of documents signed in counterparts.
• Representation and Warranty Support: Organizing and verifying supporting documentation required for corporate representations and warranties.

Corporate Meeting and Timeline Support

• Shareholder and Board Meeting Logistics: Coordinating the scheduling, notification, and documentation for Board of Directors and shareholder meetings required for merger approval.
• Effective Date Monitoring: Tracking and flagging key deadlines, especially the Effective Date of the merger.
• Post-Merger Director Coordination: Assisting in the logistical arrangements for electing and renewing terms of the surviving corporation’s directors and officers post-merger.

Skills Used: Virtual Legal Assistance, Legal Research and Writing

Corporate Minutes of the Meeting

• Corporate Minutes & Recordkeeping
  • Producing formal, accurate, and detailed corporate minutes for special board meetings.
  • Ability to meticulously record agenda items, attendance, quorum determination, motions, and voting outcomes.
• Legal Information Extraction & Structuring
  • Distilling and structuring complex legal and financial information into clear, organized sections, such as “Effects of Merger” and “Financial Report”.
• Compliance and Corporate Governance Documentation
  • Recording actions related to key governance matters, including officer elections, selection of a General Manager, committee appointments, and discussions on the Articles of Incorporation and By-Laws.
  • Recording the board’s admission of an inconsistency between the AOI and By-Laws.
• Financial/Numerical Data Integration
  • Accurately incorporating and reporting specific numerical data and calculations, such as share counts, ownership percentages, capital stock price (P1,000), and total equity/debt capital.
  • Handling the recording of complex financial details like the 1:1 share exchange ratio and the Merged Entity Debt Capital (P3,250,000.00).
• Legal/Regulatory Keyword Transcription
  • Capturing and correctly transcribing specific legal and regulatory terms discussed, such as Twin Notice Rule, Right of Appraisal, Competition Act (PCA), per se rule, and Rule of Reason.
  • Recording the Competition Commission notification thresholds (Php7.8B SOP / Php3.2B SOT).
• Anonymization and Data Redaction
  • Systematically replacing and managing all identifying proper nouns (persons, places, corporations) with placeholders to protect privacy while maintaining the integrity and structure of the original legal text.