Exam 29: Corporate Acquisitions and Multinational Corporations

A corporation may sell,lease,or otherwise dispose of all or substantially all of its property in other than the usual and regular course of business.Such a sale or lease of assets requires:

Over one-half of the largest corporations in the United States have their articles of incorporation filed in the state of Delaware.

In order to act as a proxy,one must be an officer or director of the corporation

Cushy Corporation fears that it will be the target of a hostile takeover.As a reactive measure,it adopts a plan that will pay large bonuses to the top executives in the event of a hostile takeover.These plans are known as:

When a target corporation buys back stock at a premium over fair market value,the payment is called "greenmail."

The Securities Act of 1934 authorized the Securities and Exchange Commission to regulate the solicitation of proxies.

To obtain appraisal rights,a dissenting shareholder must deliver written notice of his or her intent to demand payment of his or her shares to the corporation before the vote is taken,and not vote his or her shares in favor of the proposed action.

A merger occurs when one corporation is absorbed into another corporation and one corporation survives and the other corporation ceases to exist.

Delaware's legislature has provided a potent antitakeover statute in its corporation code.

Xanadu Company wants to acquire Yazoo Corporation.Xanadu gives some of its own Xanadu stock to each of the shareholders of Yazoo in exchange for the Yazoo stock.Once this is done,Xanadu owns all of the Yazoo stock,but the company does nothing further with the Yazoo stock.This transaction is called a:

State antitakeover statutes are designed to protect domestic corporations,but not foreign corporations,doing business in the state.

If a company that is the target of a hostile tender offer locates another corporation that will be friendlier to management and agrees to be taken over by this second company,this action is often referred to as:

A shareholder may submit a resolution to be considered by other shareholders if the shareholder owned at least one thousand shares of the corporation's stock for at least two years,and the resolution does not exceed five hundred and fifty words.

A shareholder may submit issues for a vote to other shareholders only if corporate management does not oppose such action.

In a share exchange,both corporations continue their separate legal existence.

A shareholder loses the ability to exercise the appraisal right by voting in favor of the proposed action.

The Williams Act requires a tender offeror to disclose detailed information regarding the term,conditions,and other information concerning the tender offer at the time the offer is made.

If a group desires to solicit proxies to oppose a management action,management has the choice of mailing the proxy materials for the dissenting group,or providing the dissenting group with a list of shareholders.

In a tender offer,the tendering corporation and the target corporation retain their separate legal status.

In a proxy contest,what obligation does management have to the dissenting group of shareholders?