Exam 38: Corporate Acquisitions and Multinational Corporations

Section 14(a)of the Securities Exchange Act prohibits omissions of material facts in proxy materials.

Mr.Davidson, who owns 17 percent of his company's shares, is displeased with the six incumbent directors of the corporation.He proposes a slate of directors consisting of five other persons and himself to become members of the board of directors of the corporation and replace the incumbent directors.In the proxy contest, Mr.Davidson manages to acquire proxies from shareholders who control only 35 percent of the company's shares.Which of the following is true in this context?

Section 14(a)of the Securities Exchange Act gives the SEC the authority to regulate ________.

An ordinary merger or share exchange requires the recommendation of the board of directors of each corporation.

A ________ is a situation in which one corporation acquires all the shares of another corporation, and both corporations retain their separate legal existence.

A tender offer targets the board of directors of the target corporation.

Which of the following defines a proxy contest?

Which of the following is provided by the Delaware Antitakeover Statute?

In a share exchange, one corporation ends up owning all the shares of the other.

The corporation that is owned by the parent corporation in a share exchange is known as the surviving corporation.

Insurgent shareholders are shareholders who propose a slate of directors to replace the incumbent directors.

Karlovsky and Sons Inc., a retail corporation reports financial losses for three years in a row.Two larger corporations, Gatsby Retail Inc.and Chelsea Sales Corp compete to acquire Karlovsky and Sons.Initially, Chelsea Corp.places a higher bid than Gatsby Retail Inc.but eventually backs out of the merger.In the end, a Boston-based MNC named J.Y.Corp.acquires Karlovsky and Sons and permits the latter to expand as a wholesaler.Which of the following is the surviving corporation in this scenario?

A proxy card authorizes another person to vote the shareholder's shares.

A ________ is a defensive strategy built into the target corporation's articles of incorporation, corporate bylaws, or contracts and leases that can be adopted to defeat a tender offer.

Which of the following best defines a subsidiary corporation?

Antitakeover statutes are model acts and do not become law until a state legislature adopts them.

A(n)________ refers to a written document signed by a shareholder that authorizes another person to vote the shareholder's shares.

A(n)________ is a situation in which one corporation is absorbed into another corporation and ceases to exist.

Which of the following best defines a surviving corporation?

A shareholder is permitted to submit a resolution to be considered by other shareholders only if he or she ________.