Exam 36: Fundamental Changes

Under the Investor Protection and Securities Reform Act of 2010, new corporate governance rules are imposed on publicly and privately held companies.

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

Nonjudicial dissolution may be brought about by: a. expiration of the time period for which the corporation was formed. b. an administrative proceeding because the corporation did not notify the Secretary of State within 60 days that its registered agent resigned. c. voluntary action taken by all the shareholders of all the outstanding shares of stock. d. All of these.

One method of taking a publicly held corporation private, by forcing minority shareholders to accept cash or property for their shares, is a(n):

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

Fundamental changes to a corporation:

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

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

The 1999 amendments to the RMBCA eliminate the appraisal remedy for almost all charter amendments.

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

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

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

The RMBCA provides what period of time within which an otherwise barred claim may be enforced for a claimant who did not receive notice of dissolution and liquidation?

The state may bring an action for involuntary dissolution of a company if the corporation has not paid its annual franchise tax.

If Corporation J and Corporation K combine all of their assets and create a consolidated corporation; Corporation J and Corporation K will cease to exist.

A short-form merger:

Discuss the similarity between a management buyout and a cash-out combination.

A dissenting shareholder can stop a merger or consolidation.

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.

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