Question 1

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

Accepted Answer

A)  Cowland Creamery. 
B)  Delite Dairy Corporation. 
C)  Delite Dairy Corporation + EZ Stir & Sip Inc. 
D)  EZ Stir & Sip Inc. 
A)  Cowland Creamery. 
B)  Delite Dairy Corporation. 
C)  Delite Dairy Corporation + EZ Stir & Sip Inc. 
D)  EZ Stir & Sip Inc. A

Question 2

Fact Pattern 36-1 
Grandview Office Suites, Inc., merges with Hilltop Commercial Properties, Inc. Only Hilltop remains.
-Refer to Fact Pattern 36-2. United Resources acquires

Accepted Answer

A)  all of Shale's and Tierra's assets. 
B)  half of Shale's and Tierra's assets. 
C)  none of Shale's and Tierra's assets unless there is a formal transfer. 
D)  only assets that Shale and Tierra acquired after a combina?tion was proposed. 
A)  all of Shale's and Tierra's assets. 
B)  half of Shale's and Tierra's assets. 
C)  none of Shale's and Tierra's assets unless there is a formal transfer. 
D)  only assets that Shale and Tierra acquired after a combina?tion was proposed. A

Question 3

Salt Corporation wants to acquire or merge with Pepper Corporation. Salt should

Accepted Answer

A)  file a plan of merger with the secretary of state. 
B)  file an article of merger with Pepper. 
C)  make a tender offer to the shareholders of Pepper. 
D)  make a tender offer to the shareholders of Salt. 
A)  file a plan of merger with the secretary of state. 
B)  file an article of merger with Pepper. 
C)  make a tender offer to the shareholders of Pepper. 
D)  make a tender offer to the shareholders of Salt. C

Question 4

Jen files a suit against Kopper Kettle Company. While the suit is pending, Kopper Kettle merges with Luminous Pans, Inc., with Luminous absorbing Kopper Kettle. Now, liability in the suit, if any, rests with

Accepted Answer

A)  Jen. 
B)  Kopper Kettle. 
C)  Luminous. 
D)  no one. 
A)  Jen. 
B)  Kopper Kettle. 
C)  Luminous. 
D)  no one.

Question 5

Federal securities laws strictly control the terms under which most tender offers are made.

Accepted Answer

A) True 
 B)False

Question 6

Through a certain transaction, Coffee Bean Cafés, Inc., acquires all of the shares of Deli Dining Corporation for some of Coffee Bean's shares. Both Coffee Bean and Deli Dining continue to exist. This is

Accepted Answer

A)  a consolidation. 
B)  a share exchange. 
C)  a short-form merger. 
D)  a purchase of assets. 
A)  a consolidation. 
B)  a share exchange. 
C)  a short-form merger. 
D)  a purchase of assets.

Question 7

Realty Credit Company and Second Mortgage Corporation plan to con?solidate. Most likely, the articles of consolidation will be filed with

Accepted Answer

A)  the county recording office. 
B)  the Securities and Exchange Commission. 
C)  the state's secretary of state. 
D)  the local chamber of commerce. 
A)  the county recording office. 
B)  the Securities and Exchange Commission. 
C)  the state's secretary of state. 
D)  the local chamber of commerce.

Question 8

When a sale of assets amounts to what in fact is a consolidation, the ac?quiring corporation inherits the selling corporation's liabilities.

Accepted Answer

A) True 
 B)False

Question 9

Eye Appliance Company and Fresh Views, Inc., wish to combine all of their assets, stock, and personnel into a new firm to be called Goggles Corporation. This is

Accepted Answer

A)  a consolidation. 
B)  a merger. 
C)  an exchange of assets. 
D)  a takeover. 
A)  a consolidation. 
B)  a merger. 
C)  an exchange of assets. 
D)  a takeover.

Question 10

In most cases, a corporation's common stockholders need to approve a merger.

Accepted Answer

A) True 
 B)False

Question 11

Precise Device Corporation and Quality Instruments, Inc., decide to merge. This corporate combination does not require the approval of

Accepted Answer

A)  Precise and Quality's directors. 
B)  Precise and Quality's officers and employees. 
C)  Precise's shareholders. 
D)  Quality's shareholders. 
A)  Precise and Quality's directors. 
B)  Precise and Quality's officers and employees. 
C)  Precise's shareholders. 
D)  Quality's shareholders.

Question 12

Continental Capital, Inc., increases its holdings, making ten?der of?fers in many states. These offers are subject to

Accepted Answer

A)  federal securities laws only. 
B)  state antitakeover statutes only. 
C)  no specific statutory requirements or limitations. 
D)  state antitakeover statutes and federal securities laws. 
A)  federal securities laws only. 
B)  state antitakeover statutes only. 
C)  no specific statutory requirements or limitations. 
D)  state antitakeover statutes and federal securities laws.

Question 13

Fact Pattern 36-1 
Grandview Office Suites, Inc., merges with Hilltop Commercial Properties, Inc. Only Hilltop remains.
-Refer to Fact Pattern 36-1. The articles of merger include changes that differ from Hilltop's articles of incor?poration. The articles of incorporation

Accepted Answer

A)  are deemed amended to include the changes. 
B)  are replaced by the articles of merger. 
C)  effectively prevent the merger. 
D)  preempt the articles of merge. 
A)  are deemed amended to include the changes. 
B)  are replaced by the articles of merger. 
C)  effectively prevent the merger. 
D)  preempt the articles of merge.

Question 14

When dissolution is involuntary, the court will appoint a receiver to wind up the corporate affairs.

Accepted Answer

A) True 
 B)False

Question 15

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

Accepted Answer

A)  a different, new corporation is the surviving corporation. 
B)  Eagle Financial and First Bank are both surviving corporations. 
C)  Eagle Financial is the surviving corporation. 
D)  First Bank is the surviving corporation. 
A)  a different, new corporation is the surviving corporation. 
B)  Eagle Financial and First Bank are both surviving corporations. 
C)  Eagle Financial is the surviving corporation. 
D)  First Bank is the surviving corporation.

Question 16

When dissolution takes place by voluntary action, the shareholders are responsible for winding up the affairs of the corporation.

Accepted Answer

A) True 
 B)False

Question 17

No state has passed an antitakeover statute.

Accepted Answer

A) True 
 B)False

Question 18

Bread & Bagels Corporation wants to purchase all of the assets of Coffee & Tea Inc. Dolly is a Coffee & Tea shareholder. The approval of Dolly and other Coffee & Tea shareholders is necessary

Accepted Answer

A)  in all circumstances. 
B)  in no circumstances. 
C)  only if Coffee & Tea will be paid with unauthorized, unissued stock. 
D)  only if Bread & Bagels agrees to assume Coffee & Tea's liabilities. 
A)  in all circumstances. 
B)  in no circumstances. 
C)  only if Coffee & Tea will be paid with unauthorized, unissued stock. 
D)  only if Bread & Bagels agrees to assume Coffee & Tea's liabilities.

Question 19

Fact Pattern 36-1 
Grandview Office Suites, Inc., merges with Hilltop Commercial Properties, Inc. Only Hilltop remains.
-Refer to Fact Pattern 36-2. United Resources assumes

Accepted Answer

A)  all of Shale's and Tierra's debts. 
B)  half of Shale's and Tierra's debts. 
C)  none of Shale's and Tierra's debts unless there is a formal transfer of liability. 
D)  only debts that Shale and Tierra incurred after a combina?tion was proposed. 
A)  all of Shale's and Tierra's debts. 
B)  half of Shale's and Tierra's debts. 
C)  none of Shale's and Tierra's debts unless there is a formal transfer of liability. 
D)  only debts that Shale and Tierra incurred after a combina?tion was proposed.

Question 20

Fact Pattern 36-4 
Diversified Corporation's articles of incorporation prohibit a sale of its assets with?out a vote of the board of directors. Diversified's officers sell some assets to Enterprise Company without notice to the board. The officers also fail to pay Diversified's taxes on time, and some Diversified funds are not accounted for.
-Refer to Fact Pattern 36-4. The appropriate remedy is most likely

Accepted Answer

A)  a sale of the rest of Diversified's assets to its directors and shareholders. 
B)  Diversified's consolidation or merger with Enterprise. 
C)  Diversified's dissolution. 
D)  payment of damages to Diversified's officers. 
A)  a sale of the rest of Diversified's assets to its directors and shareholders. 
B)  Diversified's consolidation or merger with Enterprise. 
C)  Diversified's dissolution. 
D)  payment of damages to Diversified's officers.

Exam 36: Corporate Acquisitions, Takeovers, and Termination

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

Fact Pattern 36-1 Grandview Office Suites, Inc., merges with Hilltop Commercial Properties, Inc. Only Hilltop remains. -Refer to Fact Pattern 36-2. United Resources acquires

Salt Corporation wants to acquire or merge with Pepper Corporation. Salt should

Jen files a suit against Kopper Kettle Company. While the suit is pending, Kopper Kettle merges with Luminous Pans, Inc., with Luminous absorbing Kopper Kettle. Now, liability in the suit, if any, rests with

Federal securities laws strictly control the terms under which most tender offers are made.

Through a certain transaction, Coffee Bean Cafés, Inc., acquires all of the shares of Deli Dining Corporation for some of Coffee Bean's shares. Both Coffee Bean and Deli Dining continue to exist. This is

Realty Credit Company and Second Mortgage Corporation plan to con?solidate. Most likely, the articles of consolidation will be filed with

When a sale of assets amounts to what in fact is a consolidation, the ac?quiring corporation inherits the selling corporation's liabilities.

Eye Appliance Company and Fresh Views, Inc., wish to combine all of their assets, stock, and personnel into a new firm to be called Goggles Corporation. This is

In most cases, a corporation's common stockholders need to approve a merger.

Precise Device Corporation and Quality Instruments, Inc., decide to merge. This corporate combination does not require the approval of

Continental Capital, Inc., increases its holdings, making ten?der of?fers in many states. These offers are subject to

Fact Pattern 36-1 Grandview Office Suites, Inc., merges with Hilltop Commercial Properties, Inc. Only Hilltop remains. -Refer to Fact Pattern 36-1. The articles of merger include changes that differ from Hilltop's articles of incor?poration. The articles of incorporation

When dissolution is involuntary, the court will appoint a receiver to wind up the corporate affairs.

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

When dissolution takes place by voluntary action, the shareholders are responsible for winding up the affairs of the corporation.

No state has passed an antitakeover statute.

Bread & Bagels Corporation wants to purchase all of the assets of Coffee & Tea Inc. Dolly is a Coffee & Tea shareholder. The approval of Dolly and other Coffee & Tea shareholders is necessary

Fact Pattern 36-1 Grandview Office Suites, Inc., merges with Hilltop Commercial Properties, Inc. Only Hilltop remains. -Refer to Fact Pattern 36-2. United Resources assumes

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