Exam 24: Corporate Formation, financing, and Termination

Shareholder appraisal rights do not usually extend to short-form mergers.

Corn Candy Corporation (CCC)has a right of action against Bio Farms,Inc.CCC merges with Agri Sweeteners,Inc. ,with Agri absorbing CCC.After the merger,CCC's right of action against Bio Farms can be exercised by

Eager Beaver Corporation fails to hold a meeting to adopt bylaws.Under this circumstance,Eager Beaver will still be treated as a legal corporation in those states that recognize the common law doctrine of

Incredible eSales Corporation is a new Internet business.How can Incredible eSales obtain capital to finance its operations?

In a share exchange,some or all of the shares of one corporation are exchanged for some or all of the shares of another corporation.

Rapid Pest Control itself out to others as being a corporation but makes no attempt to incorporate.Ponce signs a contract with Rapid Pest Control that is not performed.Ponce files a suit against the firm.The court will likely hold that Rapid Pest Control is

Sullivan and Taylor want to form a corporation to provide catering services.The first step in the incorporation procedure is to

The board of directors of each corporation involved must approve a share exchange.

Through a certain transaction,Corporate Properties,Inc. ,acquires all of the shares of Downtown Realty Corporation for some of Corporate Properties's shares.Both Corporate Properties and Downtown Realty continue to exist.This is

When a corporation is dissolved voluntarily,the corporation must file articles of dissolution with the state.

A corporation whose shares are held by relatively few persons is a partnership.

Preferred shares normally have a fixed maturity date on which the firm must pay them off.

A court will not pierce the corporate veil of a corporation that is formed merely to evade an existing legal obligation.

Normally,corporate shareholders are personally liable for the obligations of the corporation.

Superior Home Products,Inc. ,is a corporation.Superior's implied powers enable it to

To pierce the corporate veil means to ignore the corporate structure,exposing the shareholders to personal liability.

Salt Corporation wants to acquire or merge with Pepper Corporation.The board and the shareholders of Pepper are resisting.Salt should

Fact Pattern 24-1 Mountaintop Clearview Corporation authorizes Niles, its employee, to oversee its timber operation. In the course of his employment, Niles disposes of the operation’s waste illegally. Orson is a Mountaintop shareholder. -Refer to Fact Pattern 24-1.With respect to Mountaintop and Niles,liability for this crime most likely rests with

When the corporate privilege is abused for personal benefit,the courts will require the owners to assume personal liability.

Inez and Jason are the shareholders and directors of Kleen Kustodial Corporation.Lily and Moe are Kleen's officers.As in other corporations,the responsibility for the overall management of Kleen rests with