Let's examine a corporate merger case. Company A owes Company B one million yuan and Company C five hundred thousand yuan. Meanwhile, Company B owes Company D eight hundred thousand yuan in rent. Company D plans to merge with Company A. There are two main types of corporate mergers: absorption merger, where one company absorbs another, and new establishment merger, where both companies cease to exist and form a new entity. Understanding these merger types is crucial for analyzing the legal implications of this case.
Let's analyze option A, which states that both companies' legal entity status disappears after merger. This is not always correct. In an absorption merger, only the absorbed company loses its legal status while the absorbing company continues to exist. However, in a new establishment merger, both original companies cease to exist and a new legal entity is formed. Since the question doesn't specify the merger type, and absorption merger is more common, option A is incorrect as it doesn't apply universally to all merger types.
Now let's examine option B regarding debt set-off rights. Before the merger, Company A owes Company B one million yuan, while Company B owes Company D eight hundred thousand yuan. After the merger, Company D inherits Company A's debts, creating a situation where Company D owes Company B one million yuan, and Company B simultaneously owes Company D eight hundred thousand yuan. This creates mutual debts between the same parties, which legally allows for debt set-off. Company D can offset eight hundred thousand yuan against the one million yuan debt, leaving only two hundred thousand yuan owed to Company B. Therefore, option B is correct.
Let's analyze option C regarding creditor protection rights. Company C, as a creditor owed five hundred thousand yuan by Company A, has legitimate concerns when Company A undergoes a merger. Corporate law provides creditor protection mechanisms during major structural changes like mergers. Company C has the right to demand security from either Company A before the merger or from Company D as the surviving entity. Alternatively, Company C can request early repayment of the debt. These protection rights ensure that creditors are not disadvantaged by corporate restructuring decisions made without their consent. Therefore, option C is correct.
Finally, let's examine option D about decision-making authority. The statement claims that both companies' boards of directors must make merger resolutions. However, this is incorrect. In corporate governance, major decisions like mergers require approval from shareholders' meetings, not just board resolutions. Boards handle management decisions, but structural changes like mergers affect ownership and require ultimate authority approval from shareholders. Therefore, option D is incorrect. In summary, our analysis shows that options B and C are correct. Option B is correct because debt set-off is legally permissible when mutual debts exist after merger. Option C is correct because creditors have protection rights during corporate restructuring. The correct answers are B and C.