Exam 41: Mergers and Takeovers

Broncobuster BarBQ Company and Cowpuncher Cuisine, Inc. decide to combine. Deanna, a Cowpuncher shareholder, is dissatisfied with the price that she will receive for her stock. In the absence of fraud or other illegal conduct, Deanna's exclusive remedy is to​

On dissolution, corporate assets are distributed to shareholders according to their stock rights and any remaining assets are used to pay creditors.​

B-Sharp Corporation and Coding Company wish to combine all assets, stock, and personnel into a new firm to be called DigiSongs Inc. This is​

A short-form merger can be accomplished only with the approval of the shareholders.​

Beth is a shareholder of Cotton Clothes, Inc., whose management is considering extending its operations through some type of combination or acquisition with Denim Jeans Corporation. Beth could normally exercise appraisal rights if Cotton participates in​

Fact Pattern 41-2​ Shale Oil Corporation combines its assets and debts with those of Tierra Frakking Company to form Unified Resources, Inc. Shale and Tierra cease to exist. -Refer to Fact Pattern 41-2. Unified Resources assumes​

Fact Pattern 41-1​ Grandview Office Suites, Inc., merges with Hilltop Commercial Properties, Inc. Only Hilltop remains. -Refer to Fact Pattern 41-1. The articles of merger include changes that differ from Hilltop's articles of incorporation. The articles of incorporation​

Fact Pattern 41-1​ Grandview Office Suites, Inc., merges with Hilltop Commercial Properties, Inc. Only Hilltop remains. -Refer to Fact Pattern 41-1. Grandview held rights in certain real property. After the merger, Hilltop acquires the rights​

Fact Pattern 41-4​ Diversified Corporation's articles of incorporation prohibit a sale of its assets without a vote of the board of directors. Diversified's officers sell some assets to Enterprise Company without notice to the board. The officers also fail to pay Diversified's taxes on time, and some Diversified funds are not accounted for. -Refer to Fact Pattern 41-4. In these circumstances, the appropriate remedy is most likely​

Fact Pattern 41-2​ Shale Oil Corporation combines its assets and debts with those of Tierra Frakking Company to form Unified Resources, Inc. Shale and Tierra cease to exist. -Refer to Fact Pattern 41-2. The formation of Unified Resources is​

Mergers between domestic and foreign corporations are not authorized.​

Even when, on the legal combination of two or more corporations, shareholder approval is not required, a board of directors may request it.​

Omni Trax Inc. owns 95 percent of the shares of Pinpoint App Inc. Through a certain transaction, Omni combines with Pinpoint, but only Omni continues to exist. This is​

Fact Pattern 41-4​ Diversified Corporation's articles of incorporation prohibit a sale of its assets without a vote of the board of directors. Diversified's officers sell some assets to Enterprise Company without notice to the board. The officers also fail to pay Diversified's taxes on time, and some Diversified funds are not accounted for. -Refer to Fact Pattern 41-4. With respect to Diversified's shareholders, this conduct is most likely​

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

Fact Pattern 41-3​ DIY Fasteners Company decides to consolidate its operations with Evergrip Studs, Inc., to form Fit-Rite Bolts & Screws Inc. -Refer to Fact Pattern 41-3. Evergrip owed money to Guaranty Bank and other creditors. After the consolidation, Fit-Rite must pay​

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

OnSite Business Inc. can be compelled to dissolve by​

Whether a combination is a merger or a consolidation, the rights and liabilities of the shareholders are the same.

Brite Cosmetics Corporation purchases all of the assets of Color-All Lipsticks Corporation. With respect to Brite's liabilities, Color-All is​