Revoking the preliminary agreement or merger resolutions (LGS art. 86)
Article 86 of the General Companies Law permits the revocation of the preliminary merger agreement if approvals are not obtained within three months, and of the approving resolutions until the definitive agreement is executed.
What article 86
Article 86 governs revocation of the preliminary merger agreement and the corporate merger resolutions.
The preliminary merger agreement may be terminated by any party if all approving resolutions are not obtained within three (3) months. The approving resolutions may be revoked until the definitive agreement has been executed, subject to the same requirements as for their adoption and provided no prejudice is caused.
Source: Law 19,550, art. 86 — InfoLEG (updated official text)
Commentary
It provides an orderly exit if the merger stalls: after three months without all approvals, any party may withdraw; and until the definitive agreement, approvals may be revoked without harming members or third parties.
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