Exam 38: Mergers and Takeovers

All states have statutes authorizing share exchanges for domestic corporations.

Garden Company and Home Corporation make a plan to consolidate. Once approved, the plan will be filed with

Dissolution of a corporation can be brought about by the shareholders' majority vote to initiate dissolution proceedings.

Lumber Company owns more than 90 percent of the shares of Mill Corporation. A plan for a merger of Lumber and Mill must be approved by the directors of

During the liquidation process, corporate assets are converted into cash.

Operation Corporation acquires all of the assets of Process Inc. by direct purchase. Operation assumes the liabilities of Process if

In a merger, the surviving corporation assumes all of the assets and liabilities of the disappearing corporation.

A court cannot dissolve a corporation for failure to commence business operations.

Farm Inc. combines its assets and liabilities with those of Grain Company to form Harvest Corporation. Farm and Grain cease to exist. With respect to the liabilities of Farm and Grain, Harvest acquires

All forms of business organizations limit the liability of their owners.

Through a tender offer, an acquiring corporation deals directly with a target company's management in seeking to purchase the target's stock.

Market Company exchanges some of its shares for some of the shares of Niche Corporation. On the exchange of shares between Market and Niche

Appraisal rights cannot be lost even if the statutory procedures are not followed precisely.

In a consolidation , two or more corporations combine in such a way that only one of the corporations continues to exist.

One corporation that owns all of the shares of another corporation is a subsidiary corporation .

Bank Company decides to combine its operations with Credit Corporation to form Debit Finance Inc. Bank and Credit are domestic corporations. The plan for Bank and Credit's combination must be approved by the board of directors of

A court can dissolve a corporation for abuse of corporate powers.

Shareholders are not required to vote to approve a plan of merger.

Alys and Bern pool their money and talents to form Cutting Edge Corporation, a precision tooling company. They are the firm's only shareholders, directors, and officers. After five years of declining home prices, they decide to cease business. Can they simply dissolve their corporation at will? If so, what are the steps in the process?

On a consolidation, a new corporation acquires all of the assets and liabilities of the corporations that were consolidated.