Exam 40: Corporationsmerger, Consolidation, Termination

Refer to Fact Pattern 40-2A. Royal Oil assumes

Once formed, a corporation cannot be dissolved voluntarily.

Fact Pattern 40-1B Shrimp Boat Company decides to consolidate its operations with Trawlers, Inc., to form Unique Fishers Corporation . -Refer to Fact Pattern 40-1B. Trawlers had rights in certain property. Af?ter the consolidation, UFC acquires the rights

Fact Pattern 40-3A Atlantic Corporation's articles of incorporation prohibit a sale of its assets with?out a vote of the board of directors. Atlantic's officers sell some assets to Pacific Company without notice to the board. The officers also fail to pay Atlantic's taxes on time, and some Atlantic funds are not accounted for. -Refer to Fact Pattern 40-3A. With respect to Atlantic's share?holders, this conduct is most likely

Fact Pattern 40-3A Atlantic Corporation's articles of incorporation prohibit a sale of its assets with?out a vote of the board of directors. Atlantic's officers sell some assets to Pacific Company without notice to the board. The officers also fail to pay Atlantic's taxes on time, and some Atlantic funds are not accounted for. -Refer to Fact Pattern 40-3A. The appropriate remedy is most likely

Through a certain transaction, Corporate Properties, Inc., acquires all of the shares of Downtown Realty Corporation for some of Corporate Properties's shares. Both Corporate Properties and Downtown Realty continue to exist. This is

Realty Credit Company and Second Mortgage Corporation plan to con?solidate. Most likely, the articles of consolidation will be filed with

Florence and Grady pool their money and talents to form Happy Home Builders, Inc. They are the firm's only shareholders, directors, and officers. After five years of declining home prices, they de?cide to cease business. Can they simply dis?solve their corporation at will? If so, what are the steps in the process?

Shareholder approval is required when a corporation sells all of its as?sets to an?other company.

Like other corporations, Beauty Supplies Corporation can extend its operations through

The main difference between a consolidation and a merger is that after a consolidation there are at least two surviving corporations.

Mall Stores Corporation owns 95 percent of the shares of Niche Retail Corporation. Through a certain transaction, Mall Stores combines with Niche Retail, but only Mall Stores continues to exist. This is

Winding up a corporation's affairs can only be performed under court supervision.

Motor Parts Corporation offers to buy the stock of NASCAR Products Corporation (NPC). NPC's directors oppose the offer. Orin and other NPC shareholders file a suit, alleging a breach of the directors' fiduciary duties. Most likely, the court will

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 directors 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.

Jen files a suit against Kopper Kettle Company. While the suit is pending, Kopper Kettle merges with Luminous Pans, Inc., with Luminous absorbing Kopper Kettle. Now, liability in the suit, if any, rests with

After a consolidation, there are two or more surviving corporations.

After a merger, the surviving corporation inherits all of the disappearing corporation's preexisting rights.

Marble Meats Corporation (MMC) proposes to combine with Natural Farms, Inc., and asks MMC shareholders to vote on the proposal. Omar, an MMC shareholder, votes against it, but is outvoted by the other shareholders. Is there an action that Omar can take to avoid being forced to go along with the transac?tion? If so, what can he do? After the combination, Natural Farms ceases to exist. MMC is the surviving firm. What type of combination is this?

A self-tender is usually made by shareholders attempting to sell their stock to other shareholders.