Exam 37: Fundamental Changes of Corporations

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

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

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

After dissolution, the corporation must cease carrying on its business except as is necessary to wind up.

Match each statement with the correct term below.a.An association of two or more persons to carry on as co-owners a business for profit.b.Unincorporated business association composed of persons who combine their resources to carry out a particular business enterprise, usually of short duration, for profit.c.An unincorporated organization of two or more persons doing business in a state other than the one in which it was formed.d.Total money and property contributed by the partners for use by the partnership; represents the partners' equity in the partnership.e.Duty of utmost loyalty, fairness, and good faith owed by partners to each other and to the partnership.f.Duty owed by partners to manage the partnership affairs without gross negligence, reckless conduct, intentional misconduct, or knowing violation of the law.g.Imposes partnership duties and liabilities on a non-partner who has either represented himself or consented to be represented as a partner.h.Any partner's ceasing to be associated with the carrying on of the business.i.Judicial lien that may be obtained against a partner's transferable interest in a partnership.j.Completing unfinished business, collecting debts, and distributing assets to contributors and partners; also called liquidation.k.A situation in which the RUPA requires a partnership to wind up and terminate; under the UPA, a change in the relation of partners caused by any partner's ceasing to be associated in the carrying on of the business.l.A general partnership that, by making a statutorily required filing, limits liability of its partners.m.A partnership formed by two or more persons under the laws of a state and having one or more general partners and one or more limited partners.n.An unincorporated business organization, created under state statute, that provides limited liability to all of its owners and permits all of its members to participate in management.o.Right of one person to choose her business partners. -foreign partnership

States are uniform in their identification of transactions that give rise to dissenters' rights.

Dissolution that is judicial may be brought about when:

MATCHING Part VII Matching Match each statement with the correct term below.a.One whose profits must be used exclusively for charitable, educational, or scientific purposes.b.One created under the laws of a given state.c.One created under the laws of any other state or jurisdiction.d.Person who takes the preliminary steps to organize a corporation.e.Person who agrees to purchase stock in a corporation.f.Rules governing a corporation's internal management.g.One formed in substantial compliance with the incorporation statute and the required organizational procedure.h.One not formed in compliance with the statute but recognized for most purposes as a corporation.i.Prevents a person from raising the question of a corporation's existence.j.One created to administer a unit of local civil government.k.Contractual right to purchase from a corporation shares of a specified class or classes.l.Source of capital creating no ownership interest and involving the corporation's promise to repay funds loaned to it.m.A type of debt security.n.Unsecured bonds; have only the obligation of the corporation behind them.o.Condition the payment of interest to some extent on corporate earnings.p.Bonds subject to redemption.q.Eligible corporation electing under the Internal Revenue Code to be taxed as a partnership.r.Shares are owned by large number of people and are widely traded.s.May be exchanged for other securities.t.Claims against a corporation's general assets and also a lien on specific property.u.Basic organizational document of a corporation; charter.v.Shares reacquired by a corporation.w.Opportunity to purchase a pro rata share of new stock offerings.x.Source of capital creating an ownership interest in the corporation.y.A corporation's exercise of the right to repurchase its own shares. -equity securities

Match each statement with the correct term below.a.Each shareholder having one vote for each share owned; directors elected by a plurality of votes.b.Authorization to vote another's shares at a shareholder meeting.c.Right of a dissenter to receive fair value of his shares.d.Alter a corporation's basic structure; charter amendments, mergers, dissolution.e.Entitles each shareholder to give one candidate as many votes as the number of directors to be elected multiplied by the number of shares owned.f.Minimum number necessary to be present at a meeting in order to transact business.g.Brought by shareholder on behalf of the corporation to enforce a right belonging to the corporation.h.Brought by a shareholder against the corporation based upon his ownership of shares.i.Permission under the Revised Act for a corporation to change its state of incorporation.j.Fiduciary obligation of faithfulness; subordination of self-interest.k.Device designed to concentrate corporate control in one or more persons by transferring voting rights to them.l.The combination of assets of two or more corporations into one of the corporations.m.Permission under the Revised Act for a business entity to change its form to another type of entity.n.Precludes imposing liability on directors and officers for honest mistakes in judgment if they act in good faith with due care.o.A general invitation to all the shareholders of a target company to sell their shares at a specified price. -proxy

If a company owns a statutorily specified percentage of a subsidiary's stock, a merger may be effected with approval of the parent's board of directors alone, without resort to shareholders.This is called a:

A dissolution may be judicially decreed if a proceeding is brought by the state, a shareholder, or a creditor.

A purchaser of all the assets normally does not assume the liabilities of that company.

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

Generally, the secretary of state may commence an administrative proceeding to dissolve a corporation in which of the following circumstance(s)?

Match each statement with the correct term below.a.An association of two or more persons to carry on as co-owners a business for profit.b.Unincorporated business association composed of persons who combine their resources to carry out a particular business enterprise, usually of short duration, for profit.c.An unincorporated organization of two or more persons doing business in a state other than the one in which it was formed.d.Total money and property contributed by the partners for use by the partnership; represents the partners' equity in the partnership.e.Duty of utmost loyalty, fairness, and good faith owed by partners to each other and to the partnership.f.Duty owed by partners to manage the partnership affairs without gross negligence, reckless conduct, intentional misconduct, or knowing violation of the law.g.Imposes partnership duties and liabilities on a non-partner who has either represented himself or consented to be represented as a partner.h.Any partner's ceasing to be associated with the carrying on of the business.i.Judicial lien that may be obtained against a partner's transferable interest in a partnership.j.Completing unfinished business, collecting debts, and distributing assets to contributors and partners; also called liquidation.k.A situation in which the RUPA requires a partnership to wind up and terminate; under the UPA, a change in the relation of partners caused by any partner's ceasing to be associated in the carrying on of the business.l.A general partnership that, by making a statutorily required filing, limits liability of its partners.m.A partnership formed by two or more persons under the laws of a state and having one or more general partners and one or more limited partners.n.An unincorporated business organization, created under state statute, that provides limited liability to all of its owners and permits all of its members to participate in management.o.Right of one person to choose her business partners. -limited liability company

Match each statement with the correct term below.a.Each shareholder having one vote for each share owned; directors elected by a plurality of votes.b.Authorization to vote another's shares at a shareholder meeting.c.Right of a dissenter to receive fair value of his shares.d.Alter a corporation's basic structure; charter amendments, mergers, dissolution.e.Entitles each shareholder to give one candidate as many votes as the number of directors to be elected multiplied by the number of shares owned.f.Minimum number necessary to be present at a meeting in order to transact business.g.Brought by shareholder on behalf of the corporation to enforce a right belonging to the corporation.h.Brought by a shareholder against the corporation based upon his ownership of shares.i.Permission under the Revised Act for a corporation to change its state of incorporation.j.Fiduciary obligation of faithfulness; subordination of self-interest.k.Device designed to concentrate corporate control in one or more persons by transferring voting rights to them.l.The combination of assets of two or more corporations into one of the corporations.m.Permission under the Revised Act for a business entity to change its form to another type of entity.n.Precludes imposing liability on directors and officers for honest mistakes in judgment if they act in good faith with due care.o.A general invitation to all the shareholders of a target company to sell their shares at a specified price. -tender offer

MATCHING Part VII Matching Match each statement with the correct term below.a.One whose profits must be used exclusively for charitable, educational, or scientific purposes.b.One created under the laws of a given state.c.One created under the laws of any other state or jurisdiction.d.Person who takes the preliminary steps to organize a corporation.e.Person who agrees to purchase stock in a corporation.f.Rules governing a corporation's internal management.g.One formed in substantial compliance with the incorporation statute and the required organizational procedure.h.One not formed in compliance with the statute but recognized for most purposes as a corporation.i.Prevents a person from raising the question of a corporation's existence.j.One created to administer a unit of local civil government.k.Contractual right to purchase from a corporation shares of a specified class or classes.l.Source of capital creating no ownership interest and involving the corporation's promise to repay funds loaned to it.m.A type of debt security.n.Unsecured bonds; have only the obligation of the corporation behind them.o.Condition the payment of interest to some extent on corporate earnings.p.Bonds subject to redemption.q.Eligible corporation electing under the Internal Revenue Code to be taxed as a partnership.r.Shares are owned by large number of people and are widely traded.s.May be exchanged for other securities.t.Claims against a corporation's general assets and also a lien on specific property.u.Basic organizational document of a corporation; charter.v.Shares reacquired by a corporation.w.Opportunity to purchase a pro rata share of new stock offerings.x.Source of capital creating an ownership interest in the corporation.y.A corporation's exercise of the right to repurchase its own shares. -bylaws

MATCHING Part VII Matching Match each statement with the correct term below.a.One whose profits must be used exclusively for charitable, educational, or scientific purposes.b.One created under the laws of a given state.c.One created under the laws of any other state or jurisdiction.d.Person who takes the preliminary steps to organize a corporation.e.Person who agrees to purchase stock in a corporation.f.Rules governing a corporation's internal management.g.One formed in substantial compliance with the incorporation statute and the required organizational procedure.h.One not formed in compliance with the statute but recognized for most purposes as a corporation.i.Prevents a person from raising the question of a corporation's existence.j.One created to administer a unit of local civil government.k.Contractual right to purchase from a corporation shares of a specified class or classes.l.Source of capital creating no ownership interest and involving the corporation's promise to repay funds loaned to it.m.A type of debt security.n.Unsecured bonds; have only the obligation of the corporation behind them.o.Condition the payment of interest to some extent on corporate earnings.p.Bonds subject to redemption.q.Eligible corporation electing under the Internal Revenue Code to be taxed as a partnership.r.Shares are owned by large number of people and are widely traded.s.May be exchanged for other securities.t.Claims against a corporation's general assets and also a lien on specific property.u.Basic organizational document of a corporation; charter.v.Shares reacquired by a corporation.w.Opportunity to purchase a pro rata share of new stock offerings.x.Source of capital creating an ownership interest in the corporation.y.A corporation's exercise of the right to repurchase its own shares. -convertible bonds

Match each statement with the correct term below.a.Each shareholder having one vote for each share owned; directors elected by a plurality of votes.b.Authorization to vote another's shares at a shareholder meeting.c.Right of a dissenter to receive fair value of his shares.d.Alter a corporation's basic structure; charter amendments, mergers, dissolution.e.Entitles each shareholder to give one candidate as many votes as the number of directors to be elected multiplied by the number of shares owned.f.Minimum number necessary to be present at a meeting in order to transact business.g.Brought by shareholder on behalf of the corporation to enforce a right belonging to the corporation.h.Brought by a shareholder against the corporation based upon his ownership of shares.i.Permission under the Revised Act for a corporation to change its state of incorporation.j.Fiduciary obligation of faithfulness; subordination of self-interest.k.Device designed to concentrate corporate control in one or more persons by transferring voting rights to them.l.The combination of assets of two or more corporations into one of the corporations.m.Permission under the Revised Act for a business entity to change its form to another type of entity.n.Precludes imposing liability on directors and officers for honest mistakes in judgment if they act in good faith with due care.o.A general invitation to all the shareholders of a target company to sell their shares at a specified price. -cumulative voting

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