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D is corrent. The merger of two corporations requires the approval from the boards of directors of both merging corporations. Also, normally a majority of the shareholders of each corporation must approve the merger.
A is incorrect. The merger of two corporations is not subject to the approval of the IRS.
B is incorrect. A merger can be accomplished in several different ways besides the issuance of stock to the shareholders of the merged corporation.
C is incorrect. The approval of the merging corporations’ creditors is not required for a valid merger to occur. The merging corporations’ creditors merely become creditors of the existing corporation upon completion of the merger.