JAWAD HASSAN, J. This petition under Sections 279 to 283 read with Section 285 of the Companies Act, 2017 (the "Act") has been filed by authorized representatives of the Petitioners for seeking/obtaining sanction of this Court to a Scheme of Arrangement and for merger between the Petitioners by seeking approval from Securities and Exchange Commission of Pakistan (the "SECP ") and Competition Commission of Pakistan (the "CCP ") which is mandatory requirement under the respective laws.
2. Briefly stated, the Petitioner No.1 is a private limited company with an authorized share capital of Rs.5,000,000/- divided into 500,000 ordinary shares of Rs.10/- each which are fully paid. Similarly , the Petitioner No.2 is a private limited company with an authorized share capital of Rs.3,000,000/- divided into 300,000 ordinary shares of Rs.10/- each, out of which 2,000,000 ordinary shares are issued and fully paid. Likewise, the Petitioner No.3 is a private limited company with an authorized share capital of Rs.100,000,000 divided into 10,000,000 ordinary shares of Rs.10/- each, out of which Rs.65,000,000 comprising of 65,00,000 ordinary shares of Rs.10/- each are issued and fully paid. Also the Petitioner No.4 is a private company limited by shares with an authorized share capital of Rs.50,000,000 divided into 5,000,000 ordinary shares of Rs.10/- each, out of which Rs.30,000,000 comprising of 3,00,000 ordinary shares of Rs.10/- each are issued and fully paid.
A. The Scheme of Arrangement1
3. The short and precise facts are that alongwith this petition, the Petitioners have attached the Scheme of Arrangement in terms of Section 279 to 283 of the Act between the Petitioners and their respective shareholders (the "Scheme "). The principal object of the Scheme is to effectuate the commercial arrangement by the Petitioners and their respective shareholders for bringing operational infrastructure through a single vertical business for the purposes of enhancing better management.
4. Learned counsel for the Petitioners pointed out the copies of the Resolutions passed by the Board of Directors of the Petitioners whereby the Scheme was sanctioned. In the closing moments, the learned counsel contended that basically the Scheme envisages to reorganize the business structure of the Petitioners through share exchange.
5. After filing of the petition, this Court vide order dated 02.12.2020 directed that notices be issued in national newspapers namely "The Dawn" and "Nawa-i-W aqt" for the purpose of informing general public about the Scheme proposing merger of the Petitioners and inviting objections to the Scheme from members and creditors of the Petitioners as well as from any person having interest in the affairs of the Petitioners. In addition, notices were also directed to be issued to the SECP , the CCP and to the creditors of the Petitioners' companies as per list of creditors attached with the petition.
B. Report of the Securities and Exchange Commission of Pakistan
6. The Additional Registrar of Companies , Companies Registration Office, Lahore in response to the main petition filed report and parawaise comments on behalf of the SECP wherein certain objections have been raised. The first objection taken by the SECP is that the Scheme does not envisage any increase in authorized share capital of the Petitioner No.2 as it requires further issuance of 248,096 ordinary shares to the shareholders of the Petitioner No.3.
It is also objected that Petitioners have not submitted up-to-date and latest financial positions of the Petitioners. It is next objected that requirement of Sectio n 282(2)(c) of the Act has not been fulfilled by the Petitioners. Further objected that the Petitioner No.1 may be directed to solicit no objection certificates (NOC) from their secured creditors to be submitted before the Court for its satisfaction.
7. In response, learned counsel for the Petitioners stated they have removed objection of the Respondent with regard to submission of NOCs of the secured creditors viz Bank Al-Habib, Habib Bank Limited, Habib Metro Bank, Bank Al-Falah, Meezan Bank, MCB Bank, United Bank Limited, Allied Bank Limited, JS Bank, Faysal Bank and Bank of Punjab by filing C.M.No.01 of 2021.
C. Report of the Competition Commission of Pakistan
8. Report on behalf of the CCP was submitted on 06.08.2021 wherein it was stated that the case of the Petitioners comes within the meaning of Section 2(q) of the Competition Act, 2010 (the "Competition Act" ) as the Petitioners undertake share exchanges resulting in the vertical integration. It was further stated that combined value of the gross assets and annual turnover meet the conditions in terms of Regulations 4(2)(a) and 4(2)(b) of Competition (Merger Control) Regulations, 2016, (the "Regulations" ) which not only constitutes a "merger" in terms of Section 2(h) of the Competition Act but also meets the conditions specified in Regulations 4(2)(c) & 4(2)(d) of the Regulations as such the Petitioners does not fall within any of exemptions in terms of Regulation 5 of the Regulations and required to submit a premerger application for the Commission' s consideration.
9. Mr. Asghar Leghari, Advocate while highlighting mandatory approval of the Commission argues that Section 11 of the Competition Act prevents the abuse of dominant position ex ante and ensure the effective implementation of the prohibition contained in Section 3 of the Competition Act. He further argues that Section 11(1) of the Competition Act provides that any merger which substantially lessens competition by creating or strengthening a dominant position in the relevant market is prohibited. He further states that Section 11(4) of the Competition Act expressly provides that the concerned undertaking "shall not proceed with the intended merger until they have received clearance from the [CCP]." Lastl y states that a conjunctive reading of sub-sections (1) & (4) of Section 11 establishes that the CCP' s approval of a merger is a mandatory condition for its effectiveness under the Competition Act and cannot be circumven ted. As such, a harmonious construction of the aforementioned provisions requires that the CCP' s clearance be obtained prior to sanctioning the scheme under the Act.
D. Proceedings of the Court
10. This Court vide order dated 02.12.2020 also directed that Extra-ordinary Meetings of the Petitioners' company be convened for presenting the proposed Scheme to their shareholders for sanctioning of the same or otherwise.
Mr. Adeel Shahid Karim, Advocate was appointed as the Chairperson to supervise extra-ordinary meetings of the shareholders of the Petitioners Company with directions to file their report on the proceedings of aforesaid meeting.
11. In compliance with the aforesaid order by the Court, public notices in Daily "Dawn" and "Nawa-i-W aqt" on 28.12.2020 and 29.12.2020 were issued respectively; copies whereof are available on record.
12. The Chairperson of the general meeting of the Petitioners submitted their report under Rule 57 of the Company (Court) Rules, 1997 on 27.03.2021 which is duly supported by the relevant record. According to the report, the Extraordinary General Meeting of the Petitioners was convened on 18.01.2021 at respective offices of the Petitioners. The notices of the meeting were issued by the Petitioners company to their shareholders as well as by publication in the Daily "Dawn" and "Nawa-i-W aqt" on 28.12.2020 and 29.12.2020. The copies of the dispatched notices and names of the shareholders as well as the notices published in the aforementioned newspapers are mentioned in and attached to the Chairpersons' report. The attendance sheet of shareholders of the Petitioners have also been placed on record which shows the participation and voting of 100% shareholders of the Petitioners.
Copy of the approved Scheme of Merger is annexed as "Annex-G" with the report of Chairpersons.
13. It has been shown that the merger contemplated under the Scheme of Arrangement would have significant benefits for the Petitioners' companies and their respective stakeholders, which are stipulated in the Scheme of Arrangement.
14. Pursuant to order dated 02.12.2020, reports alongwith the resolutions passed in the meetings under Section 279(2) of the Act have been submitted. For the ease of reference, the nucleus of resolution is reproduced as under:- "RESOL VED THAT subject to sanction by the Hon'ble Lahore High Court, Lahore the Scheme under section 279 to 283 and 285 read with other applicable provisions of the Companies Act, 2017 the share exchange between CCL Pharmaceuticals (Pvt.) Ltd, Dilsons (Pvt.) Ltd, DHS Pharma (Pvt.) Ltd and Nexpharm (Pvt.) Ltd approved by the Board of Directors and placed before the members of the Company be and is hereby approved, agreed and adopted subject to any modification(s), addition(s) and deletion(s) as may be required or imposed by the Securities and Exchange Commission of Pakistan and/or Honorable Lahore High Court, Lahore and subject to fulfillment of all requisites legal requirements.
RESOL VED FURTHER THAT Mr. Salman Anwar Malik be and is hereby authorized singly/jointly on behalf of CCL Pharmaceuticals (Pvt.) Ltd., Dilsons (Pvt.) Ltd., DHS Pharma (Pvt.) Ltd., and Nexpharm (Pvt.) Ltd. To take or cause to be taken any or all acts, deeds and things as may be considered necessary or appropriate for implementation of the Scheme and all actions necessary for implementation and completion of the Scheme".
E. The Philosophy of Mergers Control
15. Throughout the world, competition laws ensure that businesses compete fairly and robustly with each other to improve overall economic efficiency and welfare. The Supreme Court of the United States of America in United States v. Topco Assocs., Inc., 405 U.S. 596 (1972) described the antitrust (competition) laws as the 'Magna Carta of free enterprise' and stated that "they are as important to the preservation of economic freedom and our free- enterprise system as the Bill of Rights is to the protection of our fundamental freedoms. And the freedom guaranteed each and every business, no matter how small, is the freedom to compete - to assert with vigor , imagination, devotion, and ingenuity whatever economic muscle is can muster ."
16. This is generally done through ex post facto enforcement actions targeting violations of competition rules by business entities. The only exception to this is merger control where competition agencies determine the competition effects of a business merger prior to its consummation so as to ensure sufficient competition in the market.
17. There is no doubt that mergers and acquisitions are generally important for the economy as they can herald in efficiency , synergy and investment. They may help the companies to improve management, resources, research, development and technology . Similarly , they may also assist the companies to work quickly and smoothly , minimize disruptions, increase market share, innovate and adapt to emergent trends. However , some transactions can potentially lead to substantial lessoning of competition in the market thereby leadin g to uncompetitive pricing, fewer choices, drop in quality , or more barriers to entry in the market etc. This is particularly true in relatively uncontested markets (with less numbers of competitors) or where one or more merging parties hold dominance in the market.
This underscores the importance of merger control as "the analysis of competition issues invariably requires an assessment of market power , and such an assessment cannot be conducted without an understanding of the economic concepts involved. The same is true of the types of behavior - for example cartelization, predatory pricing, discrimination, mergers - with which competition law is concerned."
18. The mergers and acquisitions in Pakistan are primarily governed by the Companies Act 2017 (the "Act"), the Competition Act 2010 and the Competition (Merger Control) Regulations 2016. Sections 279 to 283 and 285 of the Act govern the procedure for merger in Pakistan. Section 279 of the Act empowers SECP to order a meeting of the creditors or members of the company where a "compromise" or "arrangement" is proposed between a company or its creditors or between the company and its members. If three-fourth creditors or members agree to such compromise or arrangement and if it is sanctioned by SECP , such compromise or arrangement becomes binding on the company , its creditors, its members and the contributories. The relevant part of Section 279 is reproduced below: "279. Compromise with creditors and members.-- (1) Where a compromise or arrangement is proposed between a company and its creditors or any class of them, or between the company and its members or any class of them, the Commission may, on the application of the company or of any credito r or member of the company or, in the case of a company being wound up, of the liquidator , order a meeting of the creditors or class of creditors, or of the members of the company or class of members, as the case may be, to be called, held and conducted in such manner as the Commission directs.
(2) If a majority in number representing three-fourths in value of the creditors or class of creditors, or members, as the case may be, present and voting either in person or, where proxies are allowed, by proxy at the meeting, agree to any compromise or arrangement, the compromise or arrangement shall, if sanctioned by the Commission be binding on the company , all its creditors, all the members, the liquidators and the contributories of the company , as the case may be: Provided that no order sanctioning any compromise or arrangement shall be made by the Commission unless the Commission is satisfied that the company or any other person by whom an application has been made under sub- section (1) has disclosed to the Commission, by affidavit or otherwise, all material facts relating to the company , such as the financial position of the company , the auditor's report on the latest accounts of the company , the pendency of any investigation proceedings in relation to the company and the like."
19. In addition, Section 280 of the Act empowers SECP to give directions in regard to any matter or make modifications in the compromise or arrangement for its proper working: "280. Power of Commission to enforce compromises and arrangements. -- (1) Where the Commission makes an order under section 279 sanctioning a compromise or an arrangement in respect of a company , it may, at the time of making such order or at any time thereafter , give such directions in regard to any matter or make such modifications in the compromise or arrangement as it may consider necessary for the proper working of the compromise or arrangement."
20. However , SRO 840(I)/2017 dated 17.08.2017 has notified that the powers of the SECP conferred by Sections 279 to 283 and 285 of the Act in respect of public interest companies, large sized companies and medium sized companies classified under the Third Schedule to the Act shall be exercised by the Company Bench of the High Court having jurisdiction under the Act. Accordingly , the Petitioners have approac hed this Court for sanction and approval for the Scheme.
F. Approval of Competition Commission of Pakistan
21. It is noted that the CCP was established under Section 12 of the Competition Act, with the intent to ensure free competition and economic efficiency and to carry out the administrative function of the executive to promote consumer welfare with the sole objective to regulate anti-competitive behaviour . Purpose of the CCP is to ensure fair competition by regulating the prohibitions set out in Chapter-II of the Competition Act. Therefore, it has a regulatory objective to promote free competition and prevent anti-competitive behaviour and prescribe enforcement mechanisms to ensure compliance. Even for mergers, the CCP is concerned with the effect of the merger on competition as to whether it would lessen competition by creating or strengthening a dominant position in the relevant market. It is a regulatory authority with administrative functions which included giving advice, creating awareness, impart training, review of policy frameworks to foster competition as well as decision making to enforce the regulatory policy .
22. Section 11 of the Competition Act contains detailed provisions concerning the approval of mergers by the CCP.
Under Section 11(1) of the Competition Act, no undertaking can enter into a merger which substantially lessens competition by creating or strengthening a dominant position in the relevant market. Similarly , under Section 11(2) of the Competition Act, where undertakin gs intend to merge whole or part of their business and meet the pre- merger notification thresholds stipulated in the Regulations, such undertakings are required to apply for clearance from the CCP of the intended merger . Under Section 11(3) of the Competition Act, the undertakings are required to submit a pre-merger application to the CCP as soon as they agree in principle or sign a non-binding letter of intent to proceed with the merger . Under Section 11(4) of the Competition Act, the undertakings cannot proceed with the merger until they have received clearanc e from CCP. On the other hand, under Section 11(5) of the Competition Act, the CCP is required to decide on whether the intended merger meets the threshold and presumption of dominance and is also required to make such order within thirty (30) days of receip t of the application. The relevant part of Section 1 1 of the Competition Act is reproduced below: "11. Approval of mergers. --(1) No undertaking shall enter into a merger which substantially lessens competition by creating or strengthening a dominant position in the relevant market.
Notwithstanding the provisions contained in the Act where an undertaking, intends to acquire the shares or assets of another undertaking, or two or more undertakings intend to merge the whole or part of their businesses, and meet the pre-merger notification thresholds, stipulated in regulations prescribed by the Commission, such undertaking or undertakings shall apply for clearance from the Commission of the intended merger .
(2) The concerned undertakings shall submit a pre-merger application to the Commission as soon as they agree in principle or sign a non-binding letter of intent to proceed with the merger .
(3) Application referred to in subsection (3) shall be in the form and accompanied by a processing fee as may be prescribed by the Commission. The conc erned undertakings shall not proceed with the intended merger until they have received clearance from the Commission.
(4) The Commission shall by way of an order refer to in section 31, decide on whether the intended merger meets the thresholds and the presumption of dominance as determined in section 3. Such order shall be made within thirty days of receipt of the application. ...."
23. In response to the Court query regarding the approval from the CCP, Mr. Asghar Leghari replied that the approval of the CCP is necessary for the subject merger under the Competition Act as the case of the Petitioners squarely falls within the parameters of Section 11(1) and (4) of the Competition Act according to which the CCP' s approval of a merger is a mandatory condition for its effectiveness under the Competition Act and cannot be circumvented. In response, they have fulfilled the abovesaid requirement of law .
24. It evinces from the record that the Petitioners filed premerger application on 13.08.2021 before the CCP in terms of Section 11 of the Competition Act read with Regulation 6 of the Regulatio ns which was duly approved by the CCP with the observation that "the proposed transaction does not meet the presumption of dominance as determined under Section (2)(1)(e). The proposed transaction is hereby authorized under Section 31(1)(d)(i) of the Act".
G. Response to Objections of SECP
25. So for as the objection taken by the SECP with regard to non fulfillment of requirement as contained in Section 282(2)(c) of the Act is concerned, it appea rs from the record that financial statements of the Petitioners for the year ended 30.06.2019 were attached with the petition. However , Hafiz Muhammad Talha, Advocate during the course of arguments has objected that the Petitioners have not submitted latest statements of accounts. The counsel for the Petitioners, in response, undertook to submit the latest statements of accounts for the year ending 30.06.2020 approved by the shareholders of the Petitioners today; and the same were submitted on the same day. Hence, the mandatory requirement of aforesaid section has been met with and as such statements of accounts be considered part of Scheme of Arrangement and also be made part of the case file.
26. As far as Section 279(2) of the Act is concerned, it is evident from perusal of Chairpersons' report that 100% of the shareholders of the Petitioners were present at the extraordinary general meeting who voted, unanimously consented and approved proposed Scheme of Arrangement for merger of the Petitioners
27. Another observation of SECP with regard to soliciting NOCs from the secured creditors stands cured as all the secured creditors have given their NOCs to the mentioned Scheme. It has been held in "DEW AN SALMAN FIBER Versus DHAN FIBERS LIMITED" (PLD 2001 Lahore 230) that where required majority of the memb ers of both of the company has approved the resolution of merger of both the companies the sanction for merger could not be withheld unless it was shown that same was unfair , unreasonable or against the national interest. It was further observed that the shareholders were best judges of their interest and were better informed with the market trends than the Court, which was least equipped in evaluating such trends.
H. Sanction of the Scheme
28. In the present case, all the sharehold ers of the Petitioners have unanimously approved the scheme of merger .
Since the scheme of merger has been approved unanimously , there is no reason to interfere with their business decision. Reliance is placed in the matter of "International Complex Projects Limited and another" (2017 CLD 1468 ) wherein the Court has held that where a scheme of arrangement was found to be reasonable and fair, at such juncture, it was not duty or province of the Court to supplement or substitute its judgment against collective wisdom and intellect of all shareholders of the company involved.
29. By examining Sections 279 to 284 of the Act, it is clear where the Scheme is found to be reasonable and fair, at that moment in time it is not the sense of duty or province of the Court to supplement or substitute its judgment against the collective wisdom and intellect of the shareholders of the companies involved. Nevertheless, it is the duty of the Court to find out and perceive whether all provisions of law and directions of the Court have been complied with and when the Scheme seems like in the interest of the company as well as in that of its creditors, it should be given effect to. However the Court has to satisfy and reassure the accomplishment of some foremost and rudimentary stipulations that is to say, the meeting was appropriately called together and conducted; the compromise was a real compromise; it was accepted by a competent majority; the majority was acting in good faith and for common advantage of the whole class; what they did was reasonable, prudent and proper; the Court should also satisfy itself as to whether the provisions of the statutes have been complied with; whether the Scheme is reasonable and practical or whether there is any reasonable objection to it; whether the creditors acted honestly and in good faith and had sufficient inform ation; and whether the court ought in the public interest to override the decision of the creditors and shareholders.
30. Volume 2 of the Guide to the Companies Act by A. Ramaiya (18th Edition) has also noted the powers of the Court to sanction mergers/schemes: "The court while sanctioning a scheme should ensure that the scheme is not in violation of any law and contrary to public policy . The court ensures that the scheme sanctioned is such a one which may be understood by a prudent, intelligent or an honest man who may give consent to such scheme. The court however will not sit in judgment over issues on valuation or an expert value, particularly a Chartered Accountant, though the court has ample power to interfere. It would not do so unless it is seen that an absolute fraud is being committed which adversely affect the interest of creditors, shareholders etc. ...." (page 3839).
"The court has no jurisdiction to sanction an arrangement ... which does not have the approval of the company , either through the Board, or, if appropriate, by means of simple majority of the mem bers in general meeting. ... The court would accord its sanction where the creditors and members have approved the scheme by the requisite majority . ... The jurisdiction of the court is limited to the merits of the scheme and, therefore, issues which are outside the scheme cannot be considered by the court even if they are raised by one or the other party . ...." (page 3846).
31. The object of amalgamation or reconstruction is to enable companies to come out of difficulties and to re- establish their business. There is no restriction as regards the kind of company with which alone there can be amalgamation. If the shareholders resolve to amalgamate with a company , whether having same or different objects, the court will not sit in judgment over the wisdom or otherwise of the resolution.
32. Under the Act and the previous Com panies Ordinance, 1984 (the "Ordinance" ), the Courts have allowed mergers by stating where all the requisite formalities were complied with including shareholders' approval, the Court would not question the commercial wisdom behind the scheme. One of the effects of the sanction of the Court is that it becomes binding upon the company and its members including those who voted against the scheme. Once the scheme of comprom ise and arrangement is approved by statutory majority , it binds the dissenting minority and the company . The Court has the power to give effect to all the incidental and ancillary questions in the effort to satisfy itself whether the scheme has the approval of the requisite majority . It is not the function of the Court to examine whether there is a scope for better scheme. However , where the Court finds that scheme is patently fraudulent, it may not respond or function as mere rubber stamp or post office but reject the scheme of arrangement. Reliance is placed on recent judgment of this Court passed in "Presson Descon International Pvt Limited etc. Versus Joint Registrar of Companies" (PLD 2020 Lahore 869) = (2020 CLD 1128).
33. Based on the jurisprudence in Company Law and in light of the applicable sections of the Act, the Court acts like an umpire in a game of cricket who has to see that both the teams play their game according to the rules and do not overstep the limits. The propriety and the merits of the compromise or arrangement have to be judged by the parties who as sui juris with their open eyes and fully informed about the pros and cons of the Scheme arrive at their own reasoned judgment and agree to be bound by such compromise or arrangement. Reference is made to case titled as "Dawood Hercules Chemicals and others" (2012 CLD 582) where the Court has held that "since the scheme was approved by majority of the shareholders of the companies in extraordinary general meeting, all creditors of the company had consented to the scheme being implemented, SECP and FBR had no further objections, and objections by non-members were already rejected on account of irrelevance, there remained no ground for militating sanction of scheme of arrangement approved by huge majority of shareholders of both petitioner companies and duly supported by creditors of such companies, and requirements imposing statutory safeguards for finalization and sanction of scheme of arrangement were duly met by the Petitioners". It has also been held by this Court in "Messers Fazal Cloth Mills Limited Versus Fazal Weaving Mills Limited" (2021 CLD 182) that since all the shareholders have approved the merger/amalgamation, there is no reason to interfere with the business decision.
34. The Court cannot, therefore, undertake the exercise of scrutinizing the Schem e placed for its sanction with a view to finding out whether a better scheme could have been adopted by the parties.
So far as the exchange ratio of equity shareholders and the transferee-company is concerned, the Court held that the valuation of shares is a technical and complex problem which can be appropriately left to the consideration of experts in the field of accountancy . Reliance is placed on "Gadoon Textile Mills and others" (2015 CLD 2010 ), where the Court has held that "businessmen had to take decision considering all the pros and cons of demerger and merger of companies. While taking such decision there would be chances of success and failure but while questioning such decision the bona fides was the real test. Businessmen could take decision foreseeing the future aspect. The Court could only see that all the legal formalities had been fulfilled and scheme was neither unjust nor unfair or against the national interest but could not challenge the wisdom of a decision of businessmen".
35. Being a sanctioning Court, I have noticed that all indispensable statutory benchmarks, requirements and formalities have been accomplished and adhered to by the Petitioners as envision ed under the relevant provisions of the law, including the holding/convening of the requisite meetings as contemplate d under the relevant provisions, and the resolutions passed by the members have already been highlighted. The scheme set up for sanction has been reinforced and fortified by the requisite majority which decision seems to be just and fair. The report/minutes of meetings unequivocally convey that all essential and fundamental characteristics and attributes of the Scheme were placed before the voters at the conc erned meetings to live up to statutory obligations. The proposed scheme is not found to be violative of any provision of law and/or contrary to public policy but as a whole looks like evenhanded and serviceable from the point of view of a prudent man of busines s taking a commercial decision beneficial to the class represented by him for whom the Scheme is meant. As explained in the above case precedents, once the requirements of a scheme for getting sanction of the Court are found to have been met, the Court will have no further jurisdiction to sit in appeal over the commercial wisdom of the majority of the class of persons who with their open eyes have given their approval of the Scheme. There does not remain any objection to the scheme of arrangement and no mistake, conspicuous, detectable shortcoming or flaw has further been pointed out in the present matter before me.
36. In view of the forgoing reasons, there remains no impediment to grant sanction of the Scheme of Arrangement of the Petitioners. Accordingly , this petition is allowed and the Scheme attached at Annex-A is hereby sanctioned and approved in terms thereof. Competition Law written by Richard Whish & David Bailey, Oxford University Press, Seventh Edition, p-810, Chapter 20 - Mergers.