Exam 38: Mergers and Takeovers

Beef Inc. merges with Chicken Corporation. Beef absorbs Chicken. After the merger, the surviving corporation is

When a corporation is dissolved voluntarily, its assets can be liquidated without notice to its creditors.

The business judgment rule may apply to determine whether directors acted reasonably in resisting a takeover attempt.

Cloud Inc. merges with Data Corporation. Cloud, the surviving corporation, issues shares or pays fair consideration to

Dissolution of a corporation can be brought about by an agreement between the shareholders and the board of directors.

Only one of the boards of directors of the corporations involved must approve a merger .

All states have statutes authorizing consolidations.

Carrier Company exchanges some of its shares for some of the shares of Dispatch Corporation. The plan for this exchange must be approved by each corporation's

Code Company combines its assets and liabilities with those of Design Corporation to form Engineer Inc. Code and Design cease to exist. With respect to the assets of Code and Design, Engineer Inc. acquires

Merger and consolidation refer to two legally distinct proceedings, but consolidation is also used to refer to all types of corporate combinations.

Generally, a corporation that acquires any assets of another corporation needs to obtain shareholder approval for the purchase.

Building Corporation and Construction Inc. combine so that only Construction continues to exist. This is