Board Resolution For Merger Of Companies for Nigeria

Board Resolution For Merger Of Companies Template for Nigeria

A Board Resolution for Merger of Companies is a formal document under Nigerian law that records the board of directors' approval and authorization of a merger transaction. The document complies with the requirements of the Companies and Allied Matters Act (CAMA) 2020 and the Federal Competition and Consumer Protection Act (FCCPA) 2018. It details the board's consideration and approval of the merger terms, authorizes specific actions to implement the merger, and typically includes necessary statutory confirmations and regulatory compliance statements. The resolution serves as official evidence of the board's decision-making process and its approval of the merger transaction.

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What is a Board Resolution For Merger Of Companies?

A Board Resolution For Merger Of Companies is a crucial corporate governance document required under Nigerian law when companies seek to combine their operations through a merger. This document must comply with the Companies and Allied Matters Act (CAMA) 2020, the Federal Competition and Consumer Protection Act (FCCPA) 2018, and other relevant regulations. It is used when a company's board needs to formally approve and document its decision to proceed with a merger transaction. The resolution typically includes details of the meeting, confirmation of quorum, the merger's rationale and terms, statutory confirmations, and authorization for specific actions. It serves as evidence of proper corporate governance and is often required by regulatory authorities, including the Corporate Affairs Commission and the Federal Competition and Consumer Protection Commission.

What sections should be included in a Board Resolution For Merger Of Companies?

1. Title and Date: Formal title of the resolution and date of the board meeting

2. Attendance and Quorum: List of directors present, confirmation of quorum, and meeting chairperson

3. Notice and Constitutional Requirements: Confirmation that proper notice was given and constitutional requirements for the meeting were met

4. Background: Overview of the proposed merger transaction and its rationale

5. Key Terms of Merger: Summary of the essential terms and conditions of the merger agreement

6. Statutory Confirmations: Confirmation of compliance with relevant sections of CAMA 2020 and other applicable laws

7. Principal Resolution: The main resolution approving the merger and its key terms

8. Authorization of Actions: Authorization for officers to execute documents and take necessary actions

9. Certification: Signature section for company secretary and/or directors to certify the resolution

What sections are optional to include in a Board Resolution For Merger Of Companies?

1. Regulatory Approvals: Required when the merger needs specific regulatory approvals (e.g., SEC, FCCPC)

2. Share Exchange Ratio: Include when the merger involves share exchanges between companies

3. Employee Matters: Required when specific employee-related decisions need board approval

4. Dissenting Directors: Include if any directors vote against or abstain from the resolution

5. Related Party Disclosures: Required when directors have interests in the merger transaction

What schedules should be included in a Board Resolution For Merger Of Companies?

1. Schedule A - Merger Agreement: Copy or summary of the principal merger agreement

2. Schedule B - Due Diligence Summary: Summary of key findings from due diligence (if completed)

3. Schedule C - Valuation Report: Summary of company valuations and merger consideration

4. Schedule D - Director Attendance Register: Detailed record of directors' attendance and voting

5. Schedule E - Legal and Regulatory Compliance Checklist: Checklist confirming compliance with relevant laws and regulations

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

Nigeria

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Relevant Industries

Banking and Financial Services

Manufacturing

Technology

Telecommunications

Energy and Natural Resources

Real Estate

Healthcare

Consumer Goods

Agriculture

Infrastructure

Professional Services

Media and Entertainment

Relevant Teams

Legal

Corporate Secretariat

Board Secretariat

Compliance

Corporate Governance

Mergers and Acquisitions

Finance

Corporate Affairs

Risk Management

Executive Management

Relevant Roles

Chief Executive Officer

Managing Director

Company Secretary

Board Chairman

Non-Executive Director

Executive Director

Chief Legal Officer

General Counsel

Chief Financial Officer

Corporate Governance Officer

Compliance Officer

Legal Counsel

Corporate Secretary

Head of Mergers and Acquisitions

Director of Corporate Affairs

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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