Exam 41: B: Corporate Merger,consolidation, Termination

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

Like other corporations,Biopesticide Corporation can extend its opera?tions through

Ridgeway Sand & Gravel Corporation and Quick-Set Paving Company combine so that all that remains after the papers have been signed is Ridgeway.This is

The state can bring an action to dissolve a corporation that has failed to pay its annual taxes.

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

Firelite Corporation wants to purchase all of the assets of Glo Power Products,Inc.Helen is a Glo Power shareholder.The approval of Helen and other Glo Power shareholders is necessary

When a merger takes place,the surviving corporation issues shares or pays fair consideration to the shareholders of the corporation that ceases to exist.

A short-form merger is the legal combination of two or more corporations online.

The board of directors of each corporation involved must approve a merger.

The power to consolidate is conferred by statute.

The term for the legal death of the artificial "person" of Skytop Services,Inc. ,or any other corporation,is

Fact Pattern 41-1A Cherry Grove Apartments,Inc. ,merges with Dutch Elm Realty,Inc.Only Dutch Elm remains. -Refer to Fact Pattern 41-1A.Cherry Grove owed money to Eager Beaver Repair Service and other creditors.Af?ter the merger,Dutch Elm must pay

Courts do not apply the business judgment rule to analyze whether the directors acted reasonably in resisting a takeover attempt.

Titan Business Corporation can be compelled to dissolve by

Spice Corp.wants to acquire all the assets of Sugar Corp.Spice plans to pay for the assets by issuing its own corporate stock.Spice's board of di?rectors has already approved the merger.In what circumstances would the approval of Spice's shareholders be required for this merger? Is the approval of Sugar's shareholders necessary? Explain.

Fact Pattern 41-1A Cherry Grove Apartments,Inc. ,merges with Dutch Elm Realty,Inc.Only Dutch Elm remains. -Refer to Fact Pattern 41-1A.The articles of the merger agreement differ from Dutch Elm's articles of incor?poration.The articles

Once a dissenting shareholder elects appraisal rights,the shareholder loses his or her shareholder status.

Generally,a corporation that purchases the assets of another corpora?tion is automatically responsible for the liabilities of the selling corporation.

In a consolidation,two or more corporations combine so that each corpo?ration continues to exist.

Ewa is a shareholder of Farm Fresh Foods,Inc. ,whose management is con?sider?ing a tender offer by Growers Market Corporation.Ewa elects appraisal rights.This affects