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

(1)  A public benefit corporation;

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

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

(4)  A corporation; provided that:

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

(B)  The public benefit corporation shallreturn, transfer, or convey an asset held by it upon condition requiringreturn, transfer, or conveyance, which condition occurs by reason of themerger, in accordance with such condition; and

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

(b)  At least twenty days before theconsummation of any merger of a public benefit corporation pursuant tosubsection (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 theattorney general or the circuit court for the first circuit, in a proceeding inwhich the attorney general has been given written notice, no member of a publicbenefit corporation may receive or keep anything as a result of a merger otherthan a membership in the surviving public benefit corporation.  The court shallapprove the transaction if it is in the public interest. [L 2004, c 171, §2]