Exam 41: A: Corporate Merger,consolidation, Termination

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

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Question 1

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Dissolution can be brought about voluntarily by the directors and shareholders of a corporation.

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(True/False)

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Question 2

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True

Marble Meats Corporation (MMC)proposes to combine with Natural Farms,Inc. ,and asks MMC shareholders to vote on the proposal.Omar,an MMC shareholder,votes against it,but is outvoted by the other shareholders.Is there an action that Omar can take to avoid being forced to go along with the transac?tion? If so,what can he do? After the combination,Natural Farms ceases to exist.MMC is the surviving firm.What type of combination is this?

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Question 3

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The combination between MMC and Natural Farms is a merger,in which one of the previously existing corpora?tions (MMC)absorbed the other and the absorbed corporation (Natural Farms)ceased to exist.
Omar,and any other shareholder who disapproves of a merger (or a consolidation),may seek,and may be enti?tled to be paid,fair value for his or her shares.This right to seek fair value is known as appraisal rights.It constitutes the exclusive remedy for shareholders that are dissatisfied with the price that they received for their stock in the circumstances in this problem,and exists only in those states that specifically provide for it.The procedure for asserting this right varies.Generally,the corporation must notify the shareholders of the right's availability,and the dissenting shareholders must file a notice of intent to demand payment with the corporation before the shareholders vote on the transaction.The corporation must make a written offer to buy the shares,accompanying the offer with a current balance sheet and income statement.The "fair value" is normally the value on the day before the date on which the shareholders' vote is taken.If the parties do not agree on "fair value," however,a court may determine it.These rights will be lost if they are not adhered to strictly.

Motor Parts Corporation offers to buy the stock of NASCAR Products Corporation (NPC).NPC's directors oppose the offer.Orin and other NPC shareholders file a suit,alleging a breach of the directors' fiduciary duties.Most likely,the court will

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Question 4

A merger involves the legal combination of two or more corporations,only one of which continues to exist.

(True/False)

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Question 5

Ruff Games,Inc. ,wishes to ac?quire a controlling interest in Sport Toy Com?pany by buying its stock.A public offer by Ruff Games to Sport Toy share?holders is

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Question 6

The results of a consolidation are different from those of a merger-both companies remain.

(True/False)

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Question 7

Pink Boutique Company and Purple Kiosk Company decide to consolidate.This corporate combination does not require the approval of

(Multiple Choice)

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Question 8

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

(True/False)

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Question 9

Fact Pattern 41-1B Shrimp Boat Company decides to consolidate its operations with Trawlers,Inc. ,to form Coastal Fishers Corporation (CFC). -Refer to Fact Pattern 41-1B.Trawlers owed money to View Harbor Storage and other creditors.After the consolidation,CFC must pay

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Question 10

In some circumstances,a shareholder may petition a court to have the corporation dissolved.

(True/False)

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Question 11

Winding up is the process by which corporate assets are valued before a merger or other plan of consolidation.

(True/False)

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Question 12

Brock is a shareholder of Competent Homebuilders Corporation (CHC).For the last few years,business has not been profitable for CHC.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.Brock 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 CHC,on Brock's petition? If the court denies the petition,could Brock and the other shareholders dissolve CHC?

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Question 13

Except in a short-form merger,the shareholders of both corporations must approve a merger or other plan of consolidation.

(True/False)

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Question 14

When a corporation is dissolved voluntarily,the corporation must notify its creditors of the dissolution.

(True/False)

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Question 15

Nadia is a shareholder of Open Air Productions,Inc.Nadia could normally ex?er?cise appraisal rights if Open Air participated in

(Multiple Choice)

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Question 16

Fact Pattern 41-2B 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 41-2B.MiniCo is

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Question 17

A merger between Grain Mills Corporation and Farm2Fork Distribution Inc.can be expressed as Grain Mills + Farm2Fork =

(Multiple Choice)

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Question 18

Like other corporations,Riveters Construction Company can expand its operations through

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Question 19

The officers and other employees of each corporation involved must approve a merger.

(True/False)

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Question 20

Showing 1 - 20 of 42

Exam 41: A: Corporate Merger,consolidation, Termination

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

Dissolution can be brought about voluntarily by the directors and shareholders of a corporation.

Motor Parts Corporation offers to buy the stock of NASCAR Products Corporation (NPC).NPC's directors oppose the offer.Orin and other NPC shareholders file a suit,alleging a breach of the directors' fiduciary duties.Most likely,the court will

A merger involves the legal combination of two or more corporations,only one of which continues to exist.

Ruff Games,Inc. ,wishes to ac?quire a controlling interest in Sport Toy Com?pany by buying its stock.A public offer by Ruff Games to Sport Toy share?holders is

The results of a consolidation are different from those of a merger-both companies remain.

Pink Boutique Company and Purple Kiosk Company decide to consolidate.This corporate combination does not require the approval of

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

Fact Pattern 41-1B Shrimp Boat Company decides to consolidate its operations with Trawlers,Inc. ,to form Coastal Fishers Corporation (CFC). -Refer to Fact Pattern 41-1B.Trawlers owed money to View Harbor Storage and other creditors.After the consolidation,CFC must pay

In some circumstances,a shareholder may petition a court to have the corporation dissolved.

Winding up is the process by which corporate assets are valued before a merger or other plan of consolidation.

Except in a short-form merger,the shareholders of both corporations must approve a merger or other plan of consolidation.

When a corporation is dissolved voluntarily,the corporation must notify its creditors of the dissolution.

Nadia is a shareholder of Open Air Productions,Inc.Nadia could normally ex?er?cise appraisal rights if Open Air participated in

Fact Pattern 41-2B 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 41-2B.MiniCo is

A merger between Grain Mills Corporation and Farm2Fork Distribution Inc.can be expressed as Grain Mills + Farm2Fork =

Like other corporations,Riveters Construction Company can expand its operations through

The officers and other employees of each corporation involved must approve a merger.

A: Introduction to Law and Legal Reasoning

B: Introduction to Law and Legal Reasoning

C: Introduction to Law and Legal Reasoning

D: Introduction to Law and Legal Reasoning

A: Courts and Alternative Dispute Resolution

B: Courts and Alternative Dispute Resolution

A: Court Procedures

B: Court Procedures

A: Constitutional Authority to Regulate Business

B: Constitutional Authority to Regulate Business

A: Ethics and Business Decision Making

B: Ethics and Business Decision Making

A: Intentional Torts and Privacy

B: Intentional Torts and Privacy

A: Negligence and Strict Liability

B: Negligence and Strict Liability

C: Negligence and Strict Liability

D: Negligence and Strict Liability

A: Intellectual Property and Internet Law

B: Intellectual Property and Internet Law

A: Criminal Law and Cyber Crimes

B: Criminal Law and Cyber Crime

A: Nature and Terminology

B: Nature and Terminology

C: Nature and Terminology

D: Nature and Terminology

A: Agreement in Traditional and E-Contracts

B: Agreement in Traditional and E-Contracts

A: Consideration

B: Consideration

A: Capacity and Legality

B: Capacity and Legality

A: Mistakes,fraud,and Voluntary Consent

B: Mistakes,fraud,and Voluntary Consent

A: The Statute of Frauds

B: The Statute of Frauds

A: Third Party Rights

B: Third Party Rights

A: Performance and Discharge

B: Performance and Discharge

A: Breach of Contract and Remedies

B: Breach of Contract and Remedies

A: The Formation of Sales and Lease Contracts

B: The Formation of Sales and Lease Contracts

C: The Formation of Sales and Lease Contracts

D: The Formation of Sales and Lease Contracts

A: Title,risk,and Insurable Interest

B: Title,risk,and Insurable Interest

A: Performance Breach of Sales Lease Contracts

B: Performance Breach of Sales Lease Contracts

A: Warranties and Product Liability

B: Warranties and Product Liability

A: International Law in a Global Economy

B: International Law in a Global Economy

A: The Function Creation of Negotiable Instruments

B: The Function Creation of Negotiable Instruments

C: The Function Creation of Negotiable Instruments

D: The Function Creation of Negotiable Instruments

A: Transferability and Holder in Due Course

B: Transferability and Holder in Due Course

A: Liability,defenses,and Discharge