Case study:

Rock corporation proposes to merge with Quarry inc. Quarry will first obtain the approval of its shareholders; then, by operation of law the Quarry shares will become shares of the survivor corporation, Rock Quarry, inc. Is it necessary to register the Rock Quarry shares? Suppose that prior to the merger Felda Flintstone owned 30% of Quarry's stock which she has acquired three years before in a private placement. She will own only 2% of the Rock Quarry shares and will not be an officer or director of Rock Quarry. May she freely resale her Rock Quarry shares? Would it matter whether they were registered in connection with the merger?