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

The Revised Model Act would permit the directors to avoid a shareholder vote for which of the following amendments to the articles of incorporation?

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

The combination of two or more corporations' total assets, title to which is vested in one of them, known as the surviving corporation, is a:

Dissolution of a corporation does not terminate its existence, and does not require that it liquidate its assets.

Statutory provisions protect creditors upon the dissolution of a corporation.

The Revised Act grants dissenters' rights:

The court in the Cohen v.Mirage Resorts, Inc.case stated:

The use of cash-out combinations has raised questions concerning both their purpose and their fairness to minority shareholders.In this context, fairness includes:

The right of dissent would exist in all of the following cases EXCEPT where the corporation:

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

A mortgage or pledge of any or all of a corporation's property and assets-whether in the usual or regular course of business or not- requires the approval of the board of directors and the shareholders.

In order to lease substantially all of a corporation's assets not in the usual course of business:

A short-form merger:

Tico, Inc.and Kanki, Inc.combine all of their assets and create a consolidated corporation, causing the original corporations, Tico and Kanki, to cease to exist.

The attorney general of the state of incorporation may bring a court action to dissolve a corporation if the corporation obtained its charter through fraud.

A creditor may petition the court to judicially dissolve a corporation if he has an unsatisfied judgment against the corporation and:

Shareholders do not have vested property rights resulting from provisions in the articles of incorporation.

The management of Corporation A forms Corporation B.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 issued by Corporation B.This action by management is best described as a:

A compulsory share exchange requires approval from the board of directors of each corporation, but not shareholders of either corporation.

To eliminate minority interests, which of the following are sometimes used to take a publicly held corporation private?