(1) Where one of the constituent companies of a merger survives, if there is consent of all shareholders of the non-surviving company as a result of the merger or 90 percent or more of the total number of issued and outstanding shares in such company are held by the surviving company, approval of the general meeting of shareholders of the non-surviving company may be replaced by approval of the board of directors of such company.
(2) In cases falling under paragraph (1), a non-surviving company as a result of a merger shall give a public notice or notify shareholders that the company will be merged, without approval from a general meeting of shareholders, within two weeks of the preparation of the merger agreement: Provided, That the same shall not apply where the consent of all shareholders has been obtained.[This Article Newly Inserted by Act No. 5591, Dec. 28, 1998]