Exam 44: Corporate Formation

An enterprise that conducts business following a merger or consolidation succeeds to:

A public corporation is:

A corporation may exercise its power to borrow money by issuing bonds.

Where a corporation is properly formed,it is called a corporation:

A corporate seal is required in order for the corporation to enter into a binding contract.

In a merger or consolidation,the surviving corporation generally succeeds to all the rights and property of the predecessor.

A corporation may be an incorporator of another corporation.

A California corporation is a foreign corporation with respect to the remaining forty-nine (49)states of the United States.

Which of the following will affect the perpetual life of a corporation?

The Miller family,who operates a musical instrument manufacturing concern,has decided to incorporate.The three (3)members of the Miller family,Mary,Mark and Sue,would like to become a corporation and obtain limited liability;however,taxation at the corporate level would be very costly for them.If possible,Mary Miller would rather be taxed as a partnership.Mark Miller is worried about the additional paperwork and meetings that incorporation would surely bring.Sue Miller does not want a large board of directors to be formed.Sue fears that the board would somehow detract from the family goals and orientation the business has always enjoyed.In light of these concerns,is there a corporate form that would better suit the Miller family?

A merger is subject to antitrust law,while a consolidation is not.

A corporation may properly exist without a name.

If a wire manufacturing company owned a mill to produce the metal used in making the wire,this relationship between the companies would be best be described as:

A successor enterprise is not subject to the contract obligations of the former business if:

Because nonprofit corporations have a more restricted range of powers than business corporations,actions not authorized by the charters of nonprofit corporations are more likely to be found ultra vires.

Bylaws are typically adopted by the managers of a corporation.

Under recent statutes,the articles of incorporation must contain all of the following except the:

If two firms consolidate,the new corporation usually succeeds to the rights,powers and immunities of its component parts.

Shareholders ordinarily cannot be sued for corporate liabilities.

Corporations may avoid liability for the obligations of a predecessor corporation by treating a consolidation or merger as a sale of assets.