Exam 36: Fundamental Changes

Shareholders have a vested property right resulting from the provisions in the articles of incorporation and therefore must give approval for any amendments to the articles.

Kuhn Corporation transfers one third of its assets to True Color Co., a wholly owned subsidiary.Under the Revised Act, this transfer is considered to be a sale in the regular course of business.

A merger of Parker Corporation with Jones Corporation that results in only Parker Corporation surviving normally would require approval of:

If Beta Corporation buys all the existing common shares of Ajax Corporation, which has no preferred shares, in exchange for a new class of Ajax Corporation preferred shares, the transaction is a(n):

Once a corporation becomes publicly held, it cannot return to being private.

A corporation may acquire all of the assets, including goodwill, of another corporation and combine them with its own through:

After an amendment to the corporate charter has been approved, it must be filed with the Secretary of State.

A compulsory share exchange:

Shareholder approval of a fundamental change in a corporation would normally need to be unanimous.

The Revised Model Business Corporation Act would permit the directors to avoid a shareholder vote for which of the following amendments to the articles of incorporation?

A corporation must notify the shareholders of the existence of dissenters' rights before taking the vote on the corporate action.

Statutory provisions do not protect creditors upon the dissolution of a corporation.

The Action Corporation and the Braker Corporation combine to form the Cable Corporation.This is a merger.

The courts may grant a petition of involuntary dissolution if shareholders:

Under the Investor Protection and Securities Reform Act of 2010, new corporate governance rules are imposed on publicly and privately held companies.

If a company owns 90 percent or more of the outstanding shares of each class of a subsidiary company's stock, a merger may be effected with approval of the parent's board of directors alone, without resort to shareholders.This is called a:

Avins Corporation wishes to acquire all of the shares of Solomon Corporation.Approval would be required of:

The 1999 amendments to the RMBCA eliminate the appraisal remedy for almost all charter amendments.

The state, a shareholder, or a creditor may bring a proceeding seeking judicial dissolution.

The remedy of appraisal is allowed to a dissenting shareholder if: