Under the Revised Corporation Code, what must happen to a corporation’s capital stock in a merger?

The capital stock of a corporation involved in a merger must be appropriately adjusted as specified in the merger agreement. This is a fundamental aspect of the merger process, as the merger may involve the exchange of stock, the reclassification of shares, or changes in the corporate structure that affect capital stock.

In the context of a merger, the terms negotiated between the merging entities will determine how the capital stock is managed, which could include issuance of new shares, conversion of existing shares, or other adjustments to reflect the combined entities' new capital structure. This requirement ensures that equity ownership and interests are fairly managed and that the financial interests of shareholders are taken into consideration during the merger process.

The other options do not accurately reflect the legal requirements and practicalities surrounding capital stock in a merger. For instance, the capital stock does not simply remain unchanged or can be adjusted at a manager's discretion; such alterations must follow the agreed-upon merger terms and comply with regulatory provisions governing corporate mergers. Additionally, claiming that a merger does not affect capital stock overlooks the fundamental changes that typically occur as part of the merger restructuring.