Exam 36: Fundamental Changes

A corporation must notify the shareholders of the existence of dissenters' rights before taking the vote on the corporate action.

Shareholders have a vested property right resulting from the provisions in the articles of incorporation and therefore must give approval for any amendments to the articles.

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

A compulsory share exchange:

Discuss what happens to a corporation after dissolution and what protection is afforded creditors of the corporation.

If Barker Co. buys 51% of the shares of Carter Co.:

A sale of substantially all of the assets of a corporation in the ordinary course of business of the corporation will not require shareholder approval.

The attorney general of the state of incorporation may bring a court action to dissolve a corporation if the corporation obtained its charter by fraud or if the corporation continues to exceed or abuse the authority that was conferred on it.

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

The consolidation of AB Corporation and ZX Corporation requires the affirmative majority vote of:

If Ajax Corporation buys substantially all the assets of Beta Corporation, a new corporation will result.

The RMBCA (without the 1999 amendments) grants dissenters' rights to all but which of the following?

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?

Which of the following is a prerequisite for requesting appraisal rights?

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

A shareholder of N Corporation dissents to the corporation's merger with J Corporation. If the appraisal remedy is granted, the shareholders will be paid the:

The Action Corporation and the Braker Corporation combine to form the Cable Corporation. This is a merger.

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

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

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