Exam 41: Mergers and Takeovers

Generally, an offering corporation must notify the Securities and Exchange Commission and the target corporation's management at the time a tender offer is made.

The shareholder's appraisal right extends to mergers and consolidations.

A target corporation's attempted takeover of an acquiring corporation is referred to as the poison pill defense.

A corporation's creditors want to be notified when the firm is dissolved so that they can make a tender offer.

A merger between Blended Coffee Corporation and Cowland Creamery Inc. can be expressed as Blended Coffee + Cowland Creamery =

A merger, a consolidation, or a share exchange changes the rights and liabilities of shareholders, the corporation, and the corporation's creditors.

Like other corporations, Restwell Hotels Inc. can extend its operations through

Garden Supply Company and Home & Lawn Corporation plan to con?solidate. Most likely, the articles of consolidation will be filed with

In a merger, the surviving corporation inherits the disappearing corporation's rights.

A short-form merger requires the approval of the shareholders of both corporations.

Imogen is a shareholder of Jazz Street Studios, Inc. Imogen could normally ex?er?cise appraisal rights if Jazz Street participated in

Best Recording Corporation and CD Production Company wish to combine all assets, stock, and personnel into a new firm to be called DigiSongs Inc. This is

Fact Pattern 41-1B (Questions B5-B7 apply) DIY Fasteners Company decides to consolidate its operations with Evergrip Studs, Inc., to form Fit-Rite Bolts & Screws Inc. -Refer to Fact Pattern 41-1B. Evergrip had rights in certain property. Af?ter the consolidation, Fit-Rite acquires the rights

In a share exchange, some or all of the shares of one corporation are exchanged for the shares of another, and both corporations cease to exist.

Alex is a shareholder of Brick & Mortar Retail Corporation. For the last few years, business has not been profitable for Brick & Mortar. The firm has lost money on its operations. There has been some profit through sales of company assets, but the board of directors has refused to declare a dividend. This last year, the firm's accountants failed to file fed?eral in?come tax returns and the board refused to pay the tax. Alex takes a close look at the firm and protests to the board, in particular over the fail?ure to declare a dividend, but the board ignores the complaint. Which of these events, if any, would form a ground for a court to order the dissolu?tion of Brick & Mortar, on Alex's petition? If the court denies the petition, could Alex and the other shareholders dissolve Brick & Mortar?

The state cannot dissolve a corporation under any circumstances.

Alana is a dissenting shareholder of Bulls-Eye Arrow Company whose management is consid?ering a tender offer by Crossbow, Inc. Alana and Bulls-Eye cannot agree on the fair value of the stock. The value will be determined by

The results of a consolidation are the same as those of merger.

Fact Pattern 41-2B (Questions B18-B19 apply) Popular Movies Corporation wants to gain control of Quality Films, Inc. The companies negoti?ate for several months, without coming to terms. Popular Movies decides to pursue a takeover at?tempt. Quality Films decides to resist. -Refer to Fact Pattern 41-2B. Quality Films solicits a merger with Real2Reel Corporation, a third party, which makes a better offer to Quality Films's share?holders. Real2Reel is a

Burst-o'-Flavor Burger Restaurant Corporation merges with Chick-E Chicken Franchise Corporation, with Burst-o'-Flavor absorbing Chick-E Chicken. After the merger