Question 1

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

Accepted Answer

A) True 
 B)False

Question 2

Fundamental changes to a corporation:

Accepted Answer

A) fall within the authority of the board of directors. 
B) include the sale of substantially all of the corporation's assets in the regular course of business. 
C) need to be approved by shareholders, by a majority of the shares present at a meeting at which a quorum is present, under the 1999 amendments to the Revised Act. 
D) require unanimous shareholder approval. 
A) fall within the authority of the board of directors. 
B) include the sale of substantially all of the corporation's assets in the regular course of business. 
C) need to be approved by shareholders, by a majority of the shares present at a meeting at which a quorum is present, under the 1999 amendments to the Revised Act. 
D) require unanimous shareholder approval.

Question 3

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

Accepted Answer

A) True 
 B)False

Question 4

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

Accepted Answer

A) True 
 B)False

Question 5

A short-form merger:

Accepted Answer

A) is not a merger at all but a form of consolidation. 
B) may be undertaken only with the subsidiary's directors' approval. 
C) allows no appraisal rights for the parent's minority shareholders. 
D) requires shareholder approval. 
A) is not a merger at all but a form of consolidation. 
B) may be undertaken only with the subsidiary's directors' approval. 
C) allows no appraisal rights for the parent's minority shareholders. 
D) requires shareholder approval.

Question 6

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

Accepted Answer

A) appraisal remedy. 
B) cash-out combination. 
C) management buyout. 
D) tender offer. 
A) appraisal remedy. 
B) cash-out combination. 
C) management buyout. 
D) tender offer.

Question 7

A corporation may accomplish acquiring all or substantially all assets of another corporation by:

Accepted Answer

A) purchase or lease of the other corporations' assets. 
B) purchase of a controlling stock interest in other corporations. 
C) merger or consolidation with other corporations. 
D) All of these. 
A) purchase or lease of the other corporations' assets. 
B) purchase of a controlling stock interest in other corporations. 
C) merger or consolidation with other corporations. 
D) All of these.

Question 8

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

Accepted Answer

A) Carter Co.'s board would have to approve the sale. 
B) Barker Co.'s board would have to approve the sale. 
C) Both boards would have to approve the sale. 
D) Both sets of shareholders would have to approve the sale. 
A) Carter Co.'s board would have to approve the sale. 
B) Barker Co.'s board would have to approve the sale. 
C) Both boards would have to approve the sale. 
D) Both sets of shareholders would have to approve the sale.

Question 9

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

Accepted Answer

A) True 
 B)False

Question 10

Which of the following statements about corporate dissolution is incorrect?

Accepted Answer

A) A creditor cannot force a corporation into dissolution. 
B) A corporation will be dissolved if all shareholders vote to do so. 
C) A Secretary of State may start an administrative proceeding to dissolve a corporation for failure to pay taxes. 
D) A shareholder may petition a court to dissolve a "deadlocked" corporation. 
A) A creditor cannot force a corporation into dissolution. 
B) A corporation will be dissolved if all shareholders vote to do so. 
C) A Secretary of State may start an administrative proceeding to dissolve a corporation for failure to pay taxes. 
D) A shareholder may petition a court to dissolve a "deadlocked" corporation.

Question 11

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

Accepted Answer

A) True 
 B)False

Question 12

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.

Question 13

AB Corporation consolidates with ZX Corporation to form A-Z Corporation.The debts of AB Corporation are:

Accepted Answer

A) assumed by the stockholders of AB Corporation. 
B) discharged by the process of consolidation. 
C) assumed by the new corporation. 
D) discharged by the issuance of new stock in A-Z Corporation. 
A) assumed by the stockholders of AB Corporation. 
B) discharged by the process of consolidation. 
C) assumed by the new corporation. 
D) discharged by the issuance of new stock in A-Z Corporation.

Question 14

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.

Accepted Answer

A) True 
 B)False

Question 15

The 2002 amendments to the Revised Act provide for procedures permitting:

Accepted Answer

A) a corporation to change its state of incorporation. 
B) a domestic business corporation to become a domestic or foreign partnership or LLC. 
C) Both of these. 
D) Neither of these. 
A) a corporation to change its state of incorporation. 
B) a domestic business corporation to become a domestic or foreign partnership or LLC. 
C) Both of these. 
D) Neither of these.

Question 16

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:

Accepted Answer

A) par value of their shares. 
B) stated value of their shares. 
C) fair market value of their shares. 
D) accounting book value of their shares. 
A) par value of their shares. 
B) stated value of their shares. 
C) fair market value of their shares. 
D) accounting book value of their shares.

Question 17

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.

Accepted Answer

A) True 
 B)False

Question 18

If Able Corporation purchases all of the stock of Beta Corporation rather than all of its assets, there is now a change in Beta Corporation's legal status.

Accepted Answer

A) True 
 B)False

Question 19

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

Accepted Answer

A) True 
 B)False

Question 20

Appraisal rights:

Accepted Answer

A) belong to dissident shareholders. 
B) can be exercised by a target company any time before acquisition. 
C) allow a target company to get a fair valuation of its assets before sale. 
D) always give all shareholders the fair market value of their shares. 
A) belong to dissident shareholders. 
B) can be exercised by a target company any time before acquisition. 
C) allow a target company to get a fair valuation of its assets before sale. 
D) always give all shareholders the fair market value of their shares.

Exam 36: Fundamental Changes

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

Fundamental changes to a corporation:

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

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

A short-form merger:

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

A corporation may accomplish acquiring all or substantially all assets of another corporation by:

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

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

Which of the following statements about corporate dissolution is incorrect?

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

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:

AB Corporation consolidates with ZX Corporation to form A-Z Corporation.The debts of AB Corporation are:

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.

The 2002 amendments to the Revised Act provide for procedures permitting:

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:

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.

If Able Corporation purchases all of the stock of Beta Corporation rather than all of its assets, there is now a change in Beta Corporation's legal status.

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

Appraisal rights:

Introduction to Law

Business Ethics and the Social Responsibility of Business

Civil Dispute Resolution

Constitutional Law

Administrative Law

Criminal Law

Intentional Torts

Negligence and Strict Liability

Introduction to Contracts

Mutual Assent

Conduct Invalidating Assent

Consideration

Illegal Bargains

Contractual Capacity

Contracts in Writing

Third Parties to Contracts

Performance, Breach, and Discharge

Contract Remedies

Relationship of Principal and Agent

Relationship With Third Parties

Introduction to Sales and Leases

Performance

Transfer of Title and Risk of Loss

Products Liability: Warranties and Strict Liability in Tort

Sales Remedies

Form and Content

Transfer and Holder in Due Course

Liability of Parties

Bank Deposits, Collections, and Funds Transfers

Formation and Internal Relations of General Partnerships

Operation and Dissolution of General Partnerships

Limited Partnerships and Limited Liability Companies

Nature, Formation, and Powers

Financial Structure

Management Structure

Secured Transactions and Suretyship

Bankruptcy

Protection of Intellectual Property

Antitrust

Consumer Protection

Employment Law

Securities Regulation

Accountants Legal Liability

Environmental Law

International Business Law

Introduction to Property, Property Insurance, Bailments, and Documents of Title

Interests in Real Property

Transfer and Control of Real Property

Trusts and Decedents Estates

51: The Legal Environment Of Business

52: Contracts.

53: Agency.

54: Sales

55: Negotiable Instruments

56: Unincorporated Business Association

57: Corporations

58: Debtor and Creditor Relation

59: Regulation of Business

60: Property.