Exam 36: Fundamental Changes

Which of the following is true of liquidation of a corporation?

A creditor may petition the court to judicially dissolve a corporation if he has an unsatisfied judgment against the corporation and:

Management buyouts commonly make extensive use of borrowed funds.

Odele Corporation transfers one third of its assets to Eledo Co. ,a wholly owned subsidiary.Under the Revised Act,this transfer is considered to be a sale in the regular course of business.

A court may dissolve a corporation in a proceeding by a shareholder if it has established that:

The Revised Act permits the board of directors to make minor corporate name changes without shareholder action.

Shareholder approval of a fundamental change in a corporation would normally need to be unanimous.

A corporation may acquire all of the assets,including goodwill,of another corporation and combine them with its own through:

If Blando Corporation buys all the existing common shares of Ardeaux Corporation,which has no preferred shares,in exchange for a new class of Ardeaux Corporation preferred shares,the transaction is a(n):

Which of the following is NOT a basis for involuntary dissolution?

A tender offer is a general invitation to all the shareholders of a target company to tender their shares for sale at a specified price.

The Revised Model Business Corporation Act would permit the directors to avoid a shareholder vote for which of the following amendments to the articles of incorporation?

The Revised Act,as amended in 2002,provides for domestication procedures which permit a foreign business corporation to become a domestic partnership or LLC.

If Yeron Corporation buys all of the assets of Aeron Corporation:

The remedy of appraisal is allowed to a dissenting shareholder if:

Statutory provisions do not protect creditors upon the dissolution of a corporation.

Dissolution of a corporation does not terminate its existence and does not require that it liquidate its assets.

The management of Alkort Corporation forms Bortalk Corporation in which management owns some stock and institutional investors own the rest.Bortalk Corporationissues bonds to institutional investors to raise cash,with which it purchases the assets or stock of Alkort Corporation.The assets of Alkort Corporation are used as security for the bonds.This action by management is best described as a:

After an amendment to the corporate charter has been approved,it must be filed with the Secretary of State.

If Able Corporation buys all the assets of Beta Corporation in a merger,Able Corporation also assumes Beta Corporation's liabilities.