Exam 40: Corporationsmerger, Consolidation, Termination

Fact Pattern 40-1A Cherry Grove Apartments, Inc., merges with Dutch Elm Realty, Inc. Only Dutch Elm remains. -Refer to Fact Pattern 40-1A. The terms of the merger agreement differ from Dutch Elm's articles of incor?poration. The articles

Standard Business Corporation can be compelled to dissolve by

Vision Optical Company and Wide Eyes Open, Inc. decide to combine. Xavier, a Wide Eyes shareholder, is dissatisfied with the price that he will receive for his stock. In the absence of fraud or other illegal conduct, Xavier's exclusive remedy is to

Eagle Financial Corporation merges with First Bank Corporation, with Eagle Financial absorbing First Bank. After the merger

Fact Pattern 40-2B Mega Corporation wants to gain control of MiniCo, Inc. The companies negoti?ate for several months, without coming to terms. Mega decides to pursue a takeover at?tempt. MiniCo decides to resist. -Refer to Fact Pattern 40-2B. MiniCo solicits a merger with NuNation Corporation, a third party, which makes a better offer to MiniCo's share?holders. NuNation is a

After a merger, the disappearing corporation retains all of its preexisting obligations.

A short-form merger can be used whenever a parent owns more than 10 percent of the stock of its subsidiary.

A court can dissolve a corporation for mismanagement.

Vacation Destination, Inc., and Wonder Resort Corporation plan to merge. Most likely, the ar?ticles of merger will be filed with

Giant Lift Corporation purchases all of the assets of Heavy Hydraulics Corporation. With respect to Heavy Hydraulics's liabilities, Giant Lift is

Generally, a corporation must notify its shareholders that appraisal rights are available.

In a merger, only a surviving corporation's shareholders are enti?tled to ap?praisal rights.

Under shareholder appraisal rights, the shareholder and the corporation must agree on the shares' fair value or a court will determine it.

Due to the potential consequences of a takeover attempt, the business judgment rule does not apply.

In a consolidation, the consolidating corporations become subsidiaries of the new corporation.

Liability based on the conduct of a selling corporation cannot be imposed on a buying corpo?ration that acquires the seller's assets.

After a merger, a disappearing corporation's preexisting rights disappear.

In most cases, merging corporations' officers and employees do not need to ap?prove the merger.

Candy Corporation has a right of action against Dina. Candy merges with Eats, Inc., with Eats absorbing Candy. After the merger, Candy's right of action against Dina can be exercised by

A merger between Frosted Confections, Inc., and Great Brewing Company can be expressed as Frosted Confections + Great Brewing =