Encyclopedia Britannica, 11th Ed.
MERGER (Fr. merger, to sink), in law, the sinking or “drowning” of a lesser estate in a greater, when the two come together in one and the same person without any intervening estate. In order to effect a merger the two estates must vest in the same person at the same time, must be immediately expectant one on the other, and the expectant estate must be larger than the preceding estate. The term is also used for the extinguishment of any right, contract, &c., by absorption in another, e.g. the acceptance of a higher security for a lower, or the embodying of a simple contract in a deed.
Black’s Law Dictionary, 2d Ed.
The fusion or absorption of one thing or right into another; generally spoken of a case where one of the subjects is of less dignity or importance than the other. Here the less important ceases to have an independent existence. In real-property law. It Is a general principle of law that where a greater estate and a less coincide and meet in one and the same person, without any intermediate estate, the less is immediately annihilated, or, in the law phrase, is said to be merged, that is, sunk or drowned, in the greater. Thus, if there be tenant for years, and the reversion in fee-simple descends to or is purchased by him, the term of years is merged in the Inheritance, and shall never exist any more. 2 Bl. Comm. 177; 1 Steph. Comm. 293; 4 Kent, Comm. 99. James v. Morey, 2 Cow. (N. Y.) 300, 14 Am. Dec. 475; Duncan v. Smith, 31 N. J. Law, 327. Of rights. This term, as applied to rights, is equivalent to “eonfusio” in the Roman law, and indicates that where the qualities of debtor and creditor become united in the same individual, there arises a confusion of rights which extinguishes both qualities; whence, also, merger is often called “extinguishment.” Brown. Rights of action. In the law relating to rights of action, when a person takes or acquires a remedy or security of a higher nature, in legal estimation, than the one which he already possesses for the same right, then his remedies in respect of the minor right or security merge in those attaching to the higher one. Leake, County. 500; 10 C. B. 501. As where a claim is merged in the judgment recovered upon it. In criminal law. When a man commits a great crime which includes a lesser, or commits a felony which includes a tort against a private person, the latter is merged in the former. 1 East, P. C. 411. Of corporations. A merger of corporations consist in the uniting of two or more corporations by the transfer of property of all to one of them, which continues in ex- istence, the others being swallowed up or merged therein. In regard to the survivorship of one of the constituent corporations, it differs from a “consolidation,” wherein all the consolidating companies surrender their separate existence and become parts of a new corporation. Adams v. Yazoo & M. V. R. Co., 77 Miss. 194, 24 South. 200, 00 L. R. A. 33; Vicksburg & Y. C. Tel. Co. v. Citizens’ Tel. Co., 79 Miss. 341, 30 South. 725, 89 Am. St. Rep. 056.
Voluntary co-joining of two firms into one new legal entity on roughly equal terms. Mergers are effected by the pre-merger stock shares exchange for the new firm’s stock. The resources of the two merging entities pool together for the new entity’s benefit. Supplier and customer merger is a vertical integration. Merging competitive entities have a horizontal integration. Owners of each pre-merger firm continue as owners.
- (n) merger the combination of two or more commercial companies
- (n) merger an occurrence that involves the production of a union
Webster’s Revised Unabridged Dictionary
- Merger (Law) An absorption of one estate, or one contract, in another, or of a minor offense in a greater.
- Merger One who, or that which, merges.
- Merger (Business, Finance) The combining of two commercial enterprises into a unified single enterprise under a single management, with voluntary participation by both parties; as, the merger of Daimler-Benz and Chrysler into Daimler-Chrysler created a powerful competitor in the automobile manufacturing industry. Compare acquisition andtakeover.
- Merger The combining of two groups into a unified single group under a single leadership, with voluntary participation by the leaders or management of both groups.
Century Dictionary and Cyclopedia
- (n) merger One who or that which merges.
- (n) merger In the law of conveyancing, the sinking or obliteration of a lesser estate in lands, etc., resulting when it is transferred without qualification to the owner of a greater estate in the same property (or the like transfer of the greater estate to the owner of the lesser), if there be no intermediate estate. At common law the lesser estate was not deemed to be added to the greater, but to be extinguished, so as to free the greater estate from the qualification or impairment which the existence of the lesser estate had constituted. Thus. if an owner of the fee of land on which there was an outstanding lease, owned by another person, acquired the lease, the lease was thereby annulled, and he thereafter held simply as owner of the fee. It resulted sometimes that, if his title to the fee proved defective, he could not avail himself of any claim under the lease.
- (n) merger In the law of contracts, the extinguishment of a security for a debt by the creditor’s acceptance of a higher security, such as a bond in lieu of a note, or a judgment in lieu of either: so called because such acceptance, by operation of law, and without intention of the parties, merges the lower security.
- (n) merger A merging of the interests and control of two or more corporations, engaged in the same line, or in allied lines, of business, into a single corporation which exchanges its stock for that of the merging corporations, which however preserve, nominally at least, their separate identity.