General Eclectic Corp. (“GE”) is a large capitalization public company with 30,000 shareholders, who own 250 million outstanding GE shares.

General Eclectic Corp. (“GE”) is a large capitalization public company with 30,000 shareholders, who own 250 million outstanding GE shares. GE proposes to acquire, via statutory merger, a small, publicly-held software firm, say, Advent Software. In the merger, GE will issue 1 million new GE shares to the several hundred owners of Advent Software shares.

GE’s corporate secretary telephones you. She objects to the deal structure. “Do you realize that it will cost $2.7 million for us [GE, she means] to have a special shareholders’ meeting and to solicit proxies to be voted in favor of the merger at the meeting?” She pauses for a moment. “This is a rinky-dink acquisition. There has to be a better way, counselor.” She hangs up, banging the telephone handset on to its cradle.

With ringing in your left ear, you ponder. Is there a better way?

Have General Eclectic re-incorporate in a jurisdiction with a small-scale merger statute.

Do the transaction as a triangular merger so as to avoid the necessity of a shareholder vote in the acquiring corporation (GE).

Do the transaction as a cash merger. GE directors alone (e.g., without any shareholder approval) have the authority to spend the money.

Structure it as a “double phantom reverse consolidation.”