Exam 36: Fundamental Changes of Corporationspart Viii: Debtor and Creditor Relations

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

A corporation that buys the assets of another corporation does not assume the other's liability unless:

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

Under the Dodd-Frank Act signed into law in 2010, proxy solicitations asking shareholders to approve an acquisition, merger, or consolidation in publicly held companies must provide shareholders with a binding vote to approve any compensation relating to these combinations.

A shareholder who opposes a fundamental change to the corporation may make a written or oral demand within the prescribed time period in order to be entitled to payment for his shares.

Appraisal rights:

Incorporation statutes usually provide only for involuntary dissolution of a corporation.

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

Which of the following is untrue about fundamental changes of corporations?

The Revised Act takes the position that consolidations are, for all practical purposes, obsolete.

Management buyouts commonly make extensive use of borrowed funds.

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

The Revised Act permits the board of directors to adopt certain amendments without shareholder action, unless the articles of incorporation provide otherwise.These amendments would include:

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

The case of Alpert v.28 Williams St.Corp.involves a compulsory share exchange.

A few states and the 1999 amendments to the Revised Act contain provisions authorizing a corporation to merge or convert into another type of business organization, referred to as an eligible entity.  Which of the following is NOT an eligible entity?

If Marco Corporation purchases all of the stock of Polo Corporation rather than all of its assets, there is no change in Polo Corporation's legal status.

Brown Corporation purchased all of the stock of Gremlin Corporation.The appraisal remedy is not available to a dissenting shareholder of Brown Corporation.

Dissolution that is judicial may be brought about when:

The right of dissent results in payment of: