"its" ? I'm not sure what the "its" in your first sentence refers to.
I am not an expert, I've played a part in no more than 10 companies being sold or purchased. In all the cases that I participated it the process involved creating a 'third' company that was essentially wholly owned by the acquiring company, and then that third company 'bought' some or all of the assets (physical or intellectual) of the company being bought. And then the purchased company was typically dissolved after a period of time that would allow for things like contracts or other actions to transpire while the entity existed. At a future point the intermediary company gets absorbed into its parent with a full transfer of all assets and that triggers its own dissolution clause.
The bylaws have always been the controlling documents for who could approve the sale, and how that process would complete. California adds a 'fairness' hearing sometimes[1] which I was told provides some protection against future lawsuits.
Bottom line a company is its employees, contracts, customers, physical property, intellectual property, cash accounts, and financial obligations. The entity or body authorized to sell the company can sell any or all of those pieces.
I am not an expert, I've played a part in no more than 10 companies being sold or purchased. In all the cases that I participated it the process involved creating a 'third' company that was essentially wholly owned by the acquiring company, and then that third company 'bought' some or all of the assets (physical or intellectual) of the company being bought. And then the purchased company was typically dissolved after a period of time that would allow for things like contracts or other actions to transpire while the entity existed. At a future point the intermediary company gets absorbed into its parent with a full transfer of all assets and that triggers its own dissolution clause.
The bylaws have always been the controlling documents for who could approve the sale, and how that process would complete. California adds a 'fairness' hearing sometimes[1] which I was told provides some protection against future lawsuits.
Bottom line a company is its employees, contracts, customers, physical property, intellectual property, cash accounts, and financial obligations. The entity or body authorized to sell the company can sell any or all of those pieces.
[1] http://www.dbo.ca.gov/ENF/FairnessHearings/