Indeed, Cordis acknowledges that ―[u]nder the Delaware statute, a ‗merger‘ occurs when ‗[a]ny 2 or more corporations … merge into a single corporation,‘ and a ‗consolidation‘ occurs when ‗[a]ny 2 or more corporations … consolidate into a new corporation‘‖ (Blue Br. at 26 (citing 8 Del. C. § 251)), regardless of the state of incorporation of the entities involved. Finally, Cordis‘s suggestion that it would be too burdensome for ―a court considering the contract [to] search through hundreds of pages of Delaware statutes to determine whether [‗merger or consolidation‘] ha[ve] somewhere been defined by the legislature‖ (Blue Br.

In addition to SEC reporting requirements BAC details in its brief, BAC Br. 10-11, the board of directors of a Delaware corporation must adopt a detailed resolution approving the merger agreement to be put to a shareholder vote, see Del. Code Ann. tit. 8, § 251, and must attend to their duties of care and loyalty in supervising all aspects of the merger. 6 As the First Department recognized, foisting a litigation requirement on parties to a merger agreement would discourage them "from seeking and sharing that advice, and would inevitably result instead in the onset of regulatory or private litigation because of the parties' lack of sound guidance from counsel."

at *6) requiring that any reorganization not deprive a stockholder such as Plaintiff from having standing to pursue a derivative complaint. See 8 Del. C. § 251(g) (2016). Texas law, in contrast, contains no such requirement.

601; 17 C.F.R. § 240.14a–101 at Item 14; SEC Form S–4 at Item 21, available at http://bit.ly/2a9yH1F; see also 8 Case 1:15-cv-00897-RGA Document 67 Filed 07/20/16 Page 13 of 26 PageID #: 1113 8 Del. C. § 251(c). As in Cooper Tire, the proxy here makes “perfectly clear that this is the sole reason [it was] included.”

12 Black's Law Dictionary 754 (6th ed.1990). 13 8 Del. C. § 251(a). 14 In re Asbestos Litigation (Bell), 517 A.2d 697, 699 (Del.Super.1986).