Question 1

Appraisal rights:

Accepted Answer

A) belong to dissenting shareholders. 
B) can be exercised by a target company any time before acquisition. 
C) allow a target company to get a fair valuation of their assets before sale. 
D) always give all shareholders the fair market value of their shares. 
A) belong to dissenting shareholders. 
B) can be exercised by a target company any time before acquisition. 
C) allow a target company to get a fair valuation of their assets before sale. 
D) always give all shareholders the fair market value of their shares.

Question 2

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

Accepted Answer

A) Conversion. 
B) Domestication. 
C) Cash-out combinations. 
D) All of the above. 
A) Conversion. 
B) Domestication. 
C) Cash-out combinations. 
D) All of the above.

Question 3

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:

Accepted Answer

A) extending the duration of a corporation if it was incorporated when limited duration was required by law. 
B) changing each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only one class of shares. 
C) making minor name changes. 
D) All of the above. 
A) extending the duration of a corporation if it was incorporated when limited duration was required by law. 
B) changing each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only one class of shares. 
C) making minor name changes. 
D) All of the above.

Question 4

A court may not dissolve a corporation in a proceeding brought by a shareholder if it is only established that the acts of the directors are merely oppressive and not destructive.

Accepted Answer

A) True 
 B)False

Question 5

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

Accepted Answer

A) shareholder approval is necessary. 
B) shareholder approval is required if so determined by a subjective test under the 1999 amendments to the Revised Act. 
C) approval of the board and the majority of the corporation's outstanding shares is required; dissenting shareholders do not usually have an appraisal remedy. 
D) shareholder approval is unnecessary, unlike for the sale of assets. 
A) shareholder approval is necessary. 
B) shareholder approval is required if so determined by a subjective test under the 1999 amendments to the Revised Act. 
C) approval of the board and the majority of the corporation's outstanding shares is required; dissenting shareholders do not usually have an appraisal remedy. 
D) shareholder approval is unnecessary, unlike for the sale of assets.

Question 6

If a purchaser of all a corporation's assets continues the seller's product line,some courts impose upon the purchaser strict tort liability for defects in products previously manufactured by the seller corporation.

Accepted Answer

A) True 
 B)False

Question 7

Match each statement with the correct term below.
-bond

Accepted Answer

A) Debt agreement specifying loan terms. 
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 signs the articles of incorporation.
F)Rules governing a corporation's internal management.
G)One formed in substantial compliance with the incorporation statute and having all corporate attributes.
H)One not formed in compliance with the statute but recognized for most purposes as a corporation.
I)One whose shares are owned by a large number of people and are widely traded.
J)One created to administer a unit of local civil government.
K)Any action taken or contract made by a corporation that goes beyond its express and implied powers.
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)Person who agrees to purchase stock in a corporation.
O)Condition the payment of interest to some extent on corporate earnings.
P)Bonds subject to redemption.
Q)Eligible corporation electing to be taxed as a partnership.
R)Corporate ownership interest having superior contractual rights with regard to dividends, liquidation rights, or both.
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. 
A) Debt agreement specifying loan terms. 
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 signs the articles of incorporation.
F)Rules governing a corporation's internal management.
G)One formed in substantial compliance with the incorporation statute and having all corporate attributes.
H)One not formed in compliance with the statute but recognized for most purposes as a corporation.
I)One whose shares are owned by a large number of people and are widely traded.
J)One created to administer a unit of local civil government.
K)Any action taken or contract made by a corporation that goes beyond its express and implied powers.
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)Person who agrees to purchase stock in a corporation.
O)Condition the payment of interest to some extent on corporate earnings.
P)Bonds subject to redemption.
Q)Eligible corporation electing to be taxed as a partnership.
R)Corporate ownership interest having superior contractual rights with regard to dividends, liquidation rights, or both.
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.

Question 8

Match each statement with the correct term below.
-duty of obedience

Accepted Answer

A) Directors are elected by a plurality of votes. 
B) Authorization to vote another's shares at a shareholder meeting. 
C) Permits a domestic business corporation to become a domestic or foreign partnership, LLC, or other entity; permits a domestic of foreign partnership, LLC, or other entity to become a domestic business corporation. 
D) Change of a corporation's state of incorporation. 
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 to enforce a claim against the corporation based upon his ownership of shares.
I)Must exercise ordinary care and prudence.
J)Fiduciary obligation of faithfulness; subordination of self-interest.
K)Must act within their respective authority.
L)The combination of assets of two or more corporations into one of the corporations.
M)The combination of two or more corporations into a new corporation.
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. 
A) Directors are elected by a plurality of votes. 
B) Authorization to vote another's shares at a shareholder meeting. 
C) Permits a domestic business corporation to become a domestic or foreign partnership, LLC, or other entity; permits a domestic of foreign partnership, LLC, or other entity to become a domestic business corporation. 
D) Change of a corporation's state of incorporation. 
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 to enforce a claim against the corporation based upon his ownership of shares.
I)Must exercise ordinary care and prudence.
J)Fiduciary obligation of faithfulness; subordination of self-interest.
K)Must act within their respective authority.
L)The combination of assets of two or more corporations into one of the corporations.
M)The combination of two or more corporations into a new corporation.
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.

Question 9

A dissenting shareholder who complies with all applicable requirements is entitled to an appraisal remedy.

Accepted Answer

A) True 
 B)False

Question 10

Match each statement with the correct term below.
-equity securities

Accepted Answer

A) Debt agreement specifying loan terms. 
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 signs the articles of incorporation.
F)Rules governing a corporation's internal management.
G)One formed in substantial compliance with the incorporation statute and having all corporate attributes.
H)One not formed in compliance with the statute but recognized for most purposes as a corporation.
I)One whose shares are owned by a large number of people and are widely traded.
J)One created to administer a unit of local civil government.
K)Any action taken or contract made by a corporation that goes beyond its express and implied powers.
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)Person who agrees to purchase stock in a corporation.
O)Condition the payment of interest to some extent on corporate earnings.
P)Bonds subject to redemption.
Q)Eligible corporation electing to be taxed as a partnership.
R)Corporate ownership interest having superior contractual rights with regard to dividends, liquidation rights, or both.
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. 
A) Debt agreement specifying loan terms. 
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 signs the articles of incorporation.
F)Rules governing a corporation's internal management.
G)One formed in substantial compliance with the incorporation statute and having all corporate attributes.
H)One not formed in compliance with the statute but recognized for most purposes as a corporation.
I)One whose shares are owned by a large number of people and are widely traded.
J)One created to administer a unit of local civil government.
K)Any action taken or contract made by a corporation that goes beyond its express and implied powers.
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)Person who agrees to purchase stock in a corporation.
O)Condition the payment of interest to some extent on corporate earnings.
P)Bonds subject to redemption.
Q)Eligible corporation electing to be taxed as a partnership.
R)Corporate ownership interest having superior contractual rights with regard to dividends, liquidation rights, or both.
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.

Question 11

Match each statement with the correct term below.
-merger

Accepted Answer

A) Directors are elected by a plurality of votes. 
B) Authorization to vote another's shares at a shareholder meeting. 
C) Permits a domestic business corporation to become a domestic or foreign partnership, LLC, or other entity; permits a domestic of foreign partnership, LLC, or other entity to become a domestic business corporation. 
D) Change of a corporation's state of incorporation. 
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 to enforce a claim against the corporation based upon his ownership of shares.
I)Must exercise ordinary care and prudence.
J)Fiduciary obligation of faithfulness; subordination of self-interest.
K)Must act within their respective authority.
L)The combination of assets of two or more corporations into one of the corporations.
M)The combination of two or more corporations into a new corporation.
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. 
A) Directors are elected by a plurality of votes. 
B) Authorization to vote another's shares at a shareholder meeting. 
C) Permits a domestic business corporation to become a domestic or foreign partnership, LLC, or other entity; permits a domestic of foreign partnership, LLC, or other entity to become a domestic business corporation. 
D) Change of a corporation's state of incorporation. 
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 to enforce a claim against the corporation based upon his ownership of shares.
I)Must exercise ordinary care and prudence.
J)Fiduciary obligation of faithfulness; subordination of self-interest.
K)Must act within their respective authority.
L)The combination of assets of two or more corporations into one of the corporations.
M)The combination of two or more corporations into a new corporation.
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.

Question 12

Match each statement with the correct term below.
-convertible bonds

Accepted Answer

A) Debt agreement specifying loan terms. 
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 signs the articles of incorporation.
F)Rules governing a corporation's internal management.
G)One formed in substantial compliance with the incorporation statute and having all corporate attributes.
H)One not formed in compliance with the statute but recognized for most purposes as a corporation.
I)One whose shares are owned by a large number of people and are widely traded.
J)One created to administer a unit of local civil government.
K)Any action taken or contract made by a corporation that goes beyond its express and implied powers.
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)Person who agrees to purchase stock in a corporation.
O)Condition the payment of interest to some extent on corporate earnings.
P)Bonds subject to redemption.
Q)Eligible corporation electing to be taxed as a partnership.
R)Corporate ownership interest having superior contractual rights with regard to dividends, liquidation rights, or both.
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. 
A) Debt agreement specifying loan terms. 
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 signs the articles of incorporation.
F)Rules governing a corporation's internal management.
G)One formed in substantial compliance with the incorporation statute and having all corporate attributes.
H)One not formed in compliance with the statute but recognized for most purposes as a corporation.
I)One whose shares are owned by a large number of people and are widely traded.
J)One created to administer a unit of local civil government.
K)Any action taken or contract made by a corporation that goes beyond its express and implied powers.
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)Person who agrees to purchase stock in a corporation.
O)Condition the payment of interest to some extent on corporate earnings.
P)Bonds subject to redemption.
Q)Eligible corporation electing to be taxed as a partnership.
R)Corporate ownership interest having superior contractual rights with regard to dividends, liquidation rights, or both.
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.

Question 13

Match each statement with the correct term below.
-debt security

Accepted Answer

A) Debt agreement specifying loan terms. 
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 signs the articles of incorporation.
F)Rules governing a corporation's internal management.
G)One formed in substantial compliance with the incorporation statute and having all corporate attributes.
H)One not formed in compliance with the statute but recognized for most purposes as a corporation.
I)One whose shares are owned by a large number of people and are widely traded.
J)One created to administer a unit of local civil government.
K)Any action taken or contract made by a corporation that goes beyond its express and implied powers.
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)Person who agrees to purchase stock in a corporation.
O)Condition the payment of interest to some extent on corporate earnings.
P)Bonds subject to redemption.
Q)Eligible corporation electing to be taxed as a partnership.
R)Corporate ownership interest having superior contractual rights with regard to dividends, liquidation rights, or both.
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. 
A) Debt agreement specifying loan terms. 
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 signs the articles of incorporation.
F)Rules governing a corporation's internal management.
G)One formed in substantial compliance with the incorporation statute and having all corporate attributes.
H)One not formed in compliance with the statute but recognized for most purposes as a corporation.
I)One whose shares are owned by a large number of people and are widely traded.
J)One created to administer a unit of local civil government.
K)Any action taken or contract made by a corporation that goes beyond its express and implied powers.
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)Person who agrees to purchase stock in a corporation.
O)Condition the payment of interest to some extent on corporate earnings.
P)Bonds subject to redemption.
Q)Eligible corporation electing to be taxed as a partnership.
R)Corporate ownership interest having superior contractual rights with regard to dividends, liquidation rights, or both.
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.

Question 14

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

Accepted Answer

A) a claim brought by a dissenting shareholder that questions the validity of a merger as a result of wrongful conduct on the part of majority shareholders or directors is properly a derivative suit. 
B) a shareholder who opposes a merger must either accept the terms of the merger and exchange their shares for new shares or dissent from the merger and forfeit their stock. 
C) minority shareholders may challenge the merger process if it is procedurally deficient or if fraud affected the shareholder vote on the merger. 
D) minority shareholders have no right to sue to enjoin or rescind an invalid merger, but must be satisfied with money damages. 
A) a claim brought by a dissenting shareholder that questions the validity of a merger as a result of wrongful conduct on the part of majority shareholders or directors is properly a derivative suit. 
B) a shareholder who opposes a merger must either accept the terms of the merger and exchange their shares for new shares or dissent from the merger and forfeit their stock. 
C) minority shareholders may challenge the merger process if it is procedurally deficient or if fraud affected the shareholder vote on the merger. 
D) minority shareholders have no right to sue to enjoin or rescind an invalid merger, but must be satisfied with money damages.

Question 15

Match each statement with the correct term below.
-redemption

Accepted Answer

A) Debt agreement specifying loan terms. 
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 signs the articles of incorporation.
F)Rules governing a corporation's internal management.
G)One formed in substantial compliance with the incorporation statute and having all corporate attributes.
H)One not formed in compliance with the statute but recognized for most purposes as a corporation.
I)One whose shares are owned by a large number of people and are widely traded.
J)One created to administer a unit of local civil government.
K)Any action taken or contract made by a corporation that goes beyond its express and implied powers.
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)Person who agrees to purchase stock in a corporation.
O)Condition the payment of interest to some extent on corporate earnings.
P)Bonds subject to redemption.
Q)Eligible corporation electing to be taxed as a partnership.
R)Corporate ownership interest having superior contractual rights with regard to dividends, liquidation rights, or both.
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. 
A) Debt agreement specifying loan terms. 
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 signs the articles of incorporation.
F)Rules governing a corporation's internal management.
G)One formed in substantial compliance with the incorporation statute and having all corporate attributes.
H)One not formed in compliance with the statute but recognized for most purposes as a corporation.
I)One whose shares are owned by a large number of people and are widely traded.
J)One created to administer a unit of local civil government.
K)Any action taken or contract made by a corporation that goes beyond its express and implied powers.
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)Person who agrees to purchase stock in a corporation.
O)Condition the payment of interest to some extent on corporate earnings.
P)Bonds subject to redemption.
Q)Eligible corporation electing to be taxed as a partnership.
R)Corporate ownership interest having superior contractual rights with regard to dividends, liquidation rights, or both.
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.

Question 16

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.

Accepted Answer

A) True 
 B)False

Question 17

Match each statement with the correct term below.
-direct suit

Accepted Answer

A) Directors are elected by a plurality of votes. 
B) Authorization to vote another's shares at a shareholder meeting. 
C) Permits a domestic business corporation to become a domestic or foreign partnership, LLC, or other entity; permits a domestic of foreign partnership, LLC, or other entity to become a domestic business corporation. 
D) Change of a corporation's state of incorporation. 
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 to enforce a claim against the corporation based upon his ownership of shares.
I)Must exercise ordinary care and prudence.
J)Fiduciary obligation of faithfulness; subordination of self-interest.
K)Must act within their respective authority.
L)The combination of assets of two or more corporations into one of the corporations.
M)The combination of two or more corporations into a new corporation.
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. 
A) Directors are elected by a plurality of votes. 
B) Authorization to vote another's shares at a shareholder meeting. 
C) Permits a domestic business corporation to become a domestic or foreign partnership, LLC, or other entity; permits a domestic of foreign partnership, LLC, or other entity to become a domestic business corporation. 
D) Change of a corporation's state of incorporation. 
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 to enforce a claim against the corporation based upon his ownership of shares.
I)Must exercise ordinary care and prudence.
J)Fiduciary obligation of faithfulness; subordination of self-interest.
K)Must act within their respective authority.
L)The combination of assets of two or more corporations into one of the corporations.
M)The combination of two or more corporations into a new corporation.
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.

Question 18

The combination of two or more corporations into a new corporation is known as:

Accepted Answer

A) merger. 
B) consolidation. 
C) compulsory share exchange. 
D) short-form merger. 
A) merger. 
B) consolidation. 
C) compulsory share exchange. 
D) short-form merger.

Question 19

The 2002 amendments to the Revised Act provide for domestication and conversion into other entities without a merger.

Accepted Answer

A) True 
 B)False

Question 20

Match each statement with the correct term below.
-consolidation

Accepted Answer

A) Directors are elected by a plurality of votes. 
B) Authorization to vote another's shares at a shareholder meeting. 
C) Permits a domestic business corporation to become a domestic or foreign partnership, LLC, or other entity; permits a domestic of foreign partnership, LLC, or other entity to become a domestic business corporation. 
D) Change of a corporation's state of incorporation. 
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 to enforce a claim against the corporation based upon his ownership of shares.
I)Must exercise ordinary care and prudence.
J)Fiduciary obligation of faithfulness; subordination of self-interest.
K)Must act within their respective authority.
L)The combination of assets of two or more corporations into one of the corporations.
M)The combination of two or more corporations into a new corporation.
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. 
A) Directors are elected by a plurality of votes. 
B) Authorization to vote another's shares at a shareholder meeting. 
C) Permits a domestic business corporation to become a domestic or foreign partnership, LLC, or other entity; permits a domestic of foreign partnership, LLC, or other entity to become a domestic business corporation. 
D) Change of a corporation's state of incorporation. 
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 to enforce a claim against the corporation based upon his ownership of shares.
I)Must exercise ordinary care and prudence.
J)Fiduciary obligation of faithfulness; subordination of self-interest.
K)Must act within their respective authority.
L)The combination of assets of two or more corporations into one of the corporations.
M)The combination of two or more corporations into a new corporation.
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.

Exam 36: Fundamental Changes of Corporations

Appraisal rights:

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

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 court may not dissolve a corporation in a proceeding brought by a shareholder if it is only established that the acts of the directors are merely oppressive and not destructive.

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

If a purchaser of all a corporation's assets continues the seller's product line,some courts impose upon the purchaser strict tort liability for defects in products previously manufactured by the seller corporation.

Match each statement with the correct term below. -bond

Match each statement with the correct term below. -duty of obedience

A dissenting shareholder who complies with all applicable requirements is entitled to an appraisal remedy.

Match each statement with the correct term below. -equity securities

Match each statement with the correct term below. -merger

Match each statement with the correct term below. -convertible bonds

Match each statement with the correct term below. -debt security

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

Match each statement with the correct term below. -redemption

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.

Match each statement with the correct term below. -direct suit

The combination of two or more corporations into a new corporation is known as:

The 2002 amendments to the Revised Act provide for domestication and conversion into other entities without a merger.

Match each statement with the correct term below. -consolidation

Introduction to Law

Business Ethics

Civil Dispute Resolution

Constitutional Law

Administrative Law

Criminal Law

Intentional Torts

Negligence and Strict Liability

Introduction to Contracts

Mutual Assent

Conduct Invalidating Assent

Consideration

Illegal Bargains

Contractual Capacity

Contracts in Writing

Third Parties to Contracts

Performance, Breach, and Discharge

Contract Remedies

Introduction to Sales and Leases

Performance

Transfer of Title and Risk of Loss

Product Liability: Warranties and Strict Liability

Sales Remedies

Form and Content

Transfer and Holder in Due Course

Liability of Parties

Bank Deposits, Collections, and Funds Transfers

Relationship of Principal and Agent

Relationship With Third Parties

Formation and Internal Relations of General Partnerships

Operation and Dissolution of General Partnerships

Limited Partnerships and Limited Liability Companies

Nature and Formation of Corporations

Financial Structure of Corporations

Management Structure of Corporations

Secured Transactions and Suretyship

Bankruptcy

Securities Regulation

Intellectual Property

Employment Law

Antitrust

Accountants Legal Liability

Consumer Protection

Environmental Law

International Business Law

Introduction to Property, property Insurance, Bailments, and Documents of Title

Interests in Real Property

Transfer and Control of Real Property

Trusts and Wills

Filters