How would this transaction take place
This is a very complicated issue because there are a lot of variables going into the equation:
* Are the corps publicly traded?
* In what states are the corps domiciled?
* Is corp A "qualified" to do business in the state of domicile of corp B?
* Do the laws of the state of domicile of corp B allow corp A to take over?
* Will corp A own more than 90% of the shares of corp B after the takeover?
* Is this a "friendly" or a "hostile" takeover?
* Will corp B become a "subsidiary" of corp A ("triangular merger")? or will it be "merged" into corp A ("reverse triangular merger")?
on and on.
In the simplest of cases where both corps are privately held, are from the same state, and corp A will own 100% of corp B after the merger, then a simple transaction will take place, money and stock ownership will change hands, proper documents are filed with the State, proper internal documents are filled out, a new board of directors is elected, new officers are hired, and both corps go about their business as "normal".
If anything more complicated than that, then a guidance of a lawyer experienced in this should be sought to make sure that the corporation codes of the States involved are followed.
would corp. B take on the new name of corp. A or would corp. B be its onw entity under the ownership of corp. A.
This is entirely up to corp A to decide before the takeover. If corp B is to "disappear" into corp A then of course corp B will "change" its name. If corp B is to operate as a "subsidiary" then it's being controlled by corp A through stock ownership and the selection of the new directors and officers.
