Rock Corporation proposes to merge with Quarry, Inc. Quarry will first obtain the approval of its shareholders; then, by operation of law, the Quarry shares will become shares of the survivor corporation, Rock Quarry, Inc. Is it necessary to register the Rock Quarry shares?

Suppose that prior to the merger Felda Flintstone owned 30 percent of Quarry’s stock that she had acquired three years before in a private placement. She will own only 2 percent of the Rock Quarry shares and will not be an officer or director of Rock Quarry. May she freely resell her Rock Quarry shares? Would it matter whether they were registered in connection with the merger?