[§414D-211]  Limitations on merger by public
benefit corporations.  (a)  Without the prior approval of the circuit court
for the first circuit in a proceeding in which the attorney general has been
given written notice, a public benefit corporation may merge only with:



(1)  A public benefit corporation;



(2)  A foreign corporation that would qualify under
this chapter as a public benefit corporation;



(3)  A wholly owned corporation, if the public benefit
corporation is the surviving corporation and continues to be a public benefit
corporation after the merger;



(4)  A corporation; provided that:



(A)  On or prior to the effective date of the
merger, assets with an equal value to the greater of the fair market value of
the net tangible and intangible assets (including goodwill) of the public
benefit corporation, or the fair market value of the public benefit corporation
if it were to be operated as a business concern, are transferred to one or more
persons who would have received its assets under section 414D-245(a)(5) and (6)
had it dissolved;



(B)  The public benefit corporation shall
return, transfer, or convey an asset held by it upon condition requiring
return, transfer, or conveyance, which condition occurs by reason of the
merger, in accordance with such condition; and



(C)  The merger is approved by a majority of
directors of the public benefit corporation who are not and will not become
members or shareholders in or officers, employees, agents, or consultants of
the surviving corporation.



(b)  At least twenty days before the
consummation of any merger of a public benefit corporation pursuant to
subsection (a)(4), notice, including a copy of the proposed plan of merger,
shall be delivered to the attorney general.



(c)  Without the prior written approval of the
attorney general or the circuit court for the first circuit, in a proceeding in
which the attorney general has been given written notice, no member of a public
benefit corporation may receive or keep anything as a result of a merger other
than a membership in the surviving public benefit corporation.  The court shall
approve the transaction if it is in the public interest. [L 2004, c 171, §2]