Definition
A short-form merger under Delaware §253 (and analogous statutes elsewhere) is a streamlined merger procedure available when one party owns at least 90% of the target’s outstanding shares of each class. Key characteristics:
- No target shareholder vote required
- No proxy statement
- Can be completed by board action plus filing of merger documents
- Minority shareholders retain appraisal rights
Why it matters
The 90% threshold is the operational target for the front-end tender + back-end merger structure. If the tender clears 90%, the back-end short-form merger can close within days. If it clears 50% but not 90%, the bidder either runs a long-form merger (with vote) or uses Delaware §251(h) for an immediate medium-form squeeze-out.
Top-up option
Pre-2013, when 90% wasn’t reached via tender, deals often included a top-up option letting the bidder buy newly-issued treasury shares at the offer price to push above 90%. §251(h) made this less necessary in many deals.