Exam 41: Corporate Merger, consolidation, Termination

A corporation that is selling all of its assets must obtain approval only from its board of directors.

When a merger takes place,the surviving corporation issues shares or pays fair consideration to the shareholders of the corporation that ceases to exist.

Fact Pattern 41-1A (Questions A3-A5 apply) Cherry Grove Apartments,Inc.,merges with Dutch Elm Realty,Inc.Only Dutch Elm remains. -Refer to Fact Pattern 41-2A.New Energy assumes

Dissolution is the legal death of the artificial "person" of a corporation.

A corporate takeover is the process of acquiring control over a corpora?tion by the purchase of a substantial number of the voting shares of its stock.

Spice Corp.wants to acquire all the assets of Sugar Corp.Spice plans to pay for the assets by issuing its own corporate stock.Spice's board of di?rectors has already approved the merger.In what circumstances would the approval of Spice's shareholders be required for this merger? Is the approval of Sugar's shareholders necessary? Explain.

How the value of the shares of each merging corporation will be deter?mined is stated after the plan of merger has been approved.

Fact Pattern 41-1A (Questions A3-A5 apply) Cherry Grove Apartments,Inc.,merges with Dutch Elm Realty,Inc.Only Dutch Elm remains. -Refer to Fact Pattern 41-1A.The articles of the merger agreement differ from Dutch Elm's articles of incor?poration.The articles

Ewa is a shareholder of Farm Fresh Foods,Inc.,whose management is con?sider?ing a tender offer by Growers Market Corporation.Ewa elects appraisal rights.This affects

Once a dissenting shareholder elects appraisal rights,the shareholder loses his or her shareholder status.

The state can bring an action to dissolve a corporation that has failed to pay its annual taxes.

Stratified Industries,Inc.,increases its holdings,making ten?der of?fers in many states.These offers are subject to

Firelite Corporation wants to purchase all of the assets of Glo Power Products,Inc.Helen is a Glo Power shareholder.The approval of Helen and other Glo Power shareholders is necessary

Like other corporations,Biopesticide Corporation can extend its opera?tions through

In a share exchange,some or all of the shares of one corporation are ex?changed for some or all of the shares of another corporation.

The power to consolidate is conferred by statute.

In a consolidation,two or more corporations combine so that each corpo?ration continues to exist.

Fact Pattern 41-1A (Questions A3-A5 apply) Cherry Grove Apartments,Inc.,merges with Dutch Elm Realty,Inc.Only Dutch Elm remains. -Refer to Fact Pattern 41-1A.Cherry Grove held rights in certain real property.After the merger,Dutch Elm acquires the rights

Federal law establishes the specific procedures for mergers.

Fact Pattern 41-1A (Questions A3-A5 apply) Cherry Grove Apartments,Inc.,merges with Dutch Elm Realty,Inc.Only Dutch Elm remains. -Refer to Fact Pattern 41-1A.Cherry Grove owed money to Eager Beaver Repair Service and other creditors.Af?ter the merger,Dutch Elm must pay