Question 1

A dissenting shareholder can stop a merger or consolidation.

Accepted Answer

A) True 
 B)False

Question 2

The 1999 amendments to the RMBCA create an appraisal remedy for charter amendments.

Accepted Answer

A) True 
 B)False

Question 3

If a shareholder dissents to a proposed business combination,he is entitled to receive the fair value of his shares.In order to do so,the shareholder must do which of the following?

Accepted Answer

A)  Attack the validity of the corporate action that gives rise to his right to obtain payment or to have the action rescinded 
B)  Obtain an appraisal of the value of the shares 
C)  Oppose the proposed corporate action verbally at a special meeting of the stockholders 
D)  Make a written demand upon the corporation within the set time period 
A)  Attack the validity of the corporate action that gives rise to his right to obtain payment or to have the action rescinded 
B)  Obtain an appraisal of the value of the shares 
C)  Oppose the proposed corporate action verbally at a special meeting of the stockholders 
D)  Make a written demand upon the corporation within the set time period

Question 4

If Sherman,a shareholder,dissents to a corporate merger,his appraisal remedies will be:

Accepted Answer

A)  fair value of his shares as of the day the corporation agrees to purchase the shares. 
B)  fair value of the shares as of the time immediately before the action to which he objects is taken. 
C)  average purchase price for the shares during the preceding 30 days. 
D)  None of these. 
A)  fair value of his shares as of the day the corporation agrees to purchase the shares. 
B)  fair value of the shares as of the time immediately before the action to which he objects is taken. 
C)  average purchase price for the shares during the preceding 30 days. 
D)  None of these.

Question 5

A merger of Parker Corporation with Jones Corporation that results in only Parker Corporation surviving normally would require approval of:

Accepted Answer

A)  Parker's and Jones's boards. 
B)  Parker's shareholders. 
C)  Jones's shareholders. 
D)  All of these. 
A)  Parker's and Jones's boards. 
B)  Parker's shareholders. 
C)  Jones's shareholders. 
D)  All of these.

Question 6

When purchasers are willing to pay a premium for a block of shares that conveys control,almost all courts today require the controlling shareholders to turn over this control premium to the corporation's treasury.

Accepted Answer

A) True 
 B)False

Question 7

A "short-form merger" requires shareholder approval of both corporations.

Accepted Answer

A) True 
 B)False

Question 8

Larson & Son manufactured welders that frequently malfunctioned,setting clothing on fire and causing serious burns.Larson & Son sold all of its assets to Argo Co. ,which continued to manufacture the Larson welder product line.Eighteen months after Argo's purchase,one of Larson's customers sued Argo for injuries caused by a welder purchased from Larson,one year prior to the purchase by Argo.Under the circumstances,Argo Co.:

Accepted Answer

A)  cannot be held liable,because it is a corporation. 
B)  cannot be held liable,because it did not manufacture the welder in question. 
C)  might be held liable for this debt in some states under strict tort liability. 
D)  would definitely be liable. 
A)  cannot be held liable,because it is a corporation. 
B)  cannot be held liable,because it did not manufacture the welder in question. 
C)  might be held liable for this debt in some states under strict tort liability. 
D)  would definitely be liable.

Question 9

The combination of two or more corporations' total assets,title to which is vested in one of them,which is known as the surviving corporation,is a:

Accepted Answer

A)  dissolution. 
B)  liquidation. 
C)  consolidation. 
D)  merger. 
A)  dissolution. 
B)  liquidation. 
C)  consolidation. 
D)  merger.

Exam 36: Fundamental Changes

A dissenting shareholder can stop a merger or consolidation.

The 1999 amendments to the RMBCA create an appraisal remedy for charter amendments.

If a shareholder dissents to a proposed business combination,he is entitled to receive the fair value of his shares.In order to do so,the shareholder must do which of the following?

If Sherman,a shareholder,dissents to a corporate merger,his appraisal remedies will be:

A merger of Parker Corporation with Jones Corporation that results in only Parker Corporation surviving normally would require approval of:

When purchasers are willing to pay a premium for a block of shares that conveys control,almost all courts today require the controlling shareholders to turn over this control premium to the corporation's treasury.

A "short-form merger" requires shareholder approval of both corporations.

The combination of two or more corporations' total assets,title to which is vested in one of them,which is known as the surviving corporation,is a:

Introduction to Law

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