Exam 40: Corporationsmerger, Consolidation, Termination

After a consolidation, the new corporation inherits all of the consolidat?ing corporations' obligations.

Nina is a dissenting shareholder of Olive Oil Company whose management is consid?ering a tender offer by Pure Foods, Inc. Nina and Olive Oil cannot agree on the fair value of the stock. The value will be determined by

Brock is a shareholder of Communications Corporation (CC), which sells repair parts and service for analog communications equip?ment. Business has not been profitable for CC. For the past four years, the firm has lost money on its operations. There has been some profit through sales of company assets, but the board of directors has refused to declare a dividend. This last year, the firm's accountants failed to file fed?eral in?come tax returns and the board refused to pay the tax. Brock takes a close look at the firm and protests to the board, in particular over the fail?ure to declare a dividend, but the board ignores the complaint. Which of these events, if any, would form a ground for a court to order the dissolu?tion of CC, on Brock's petition?

Fact Pattern 40-1A Cherry Grove Apartments, Inc., merges with Dutch Elm Realty, Inc. Only Dutch Elm remains. -Refer to Fact Pattern 40-1A. Cherry Grove held rights in certain real property. After the merger, Dutch Elm acquires the rights

Fact Pattern 40-1A Cherry Grove Apartments, Inc., merges with Dutch Elm Realty, Inc. Only Dutch Elm remains. -Refer to Fact Pattern 40-1A. Cherry Grove owed money to Eager Beaver Repair Service and other creditors. Af?ter the merger, Dutch Elm must pay

Refer to Fact Pattern 40-2A. The formation of Royal Oil is

After a consolidation, the new corporation inherits all of the consolidat?ing corporations' rights.

Pink Boutique Company and Purple Kiosk Company decide to consolidate. This corporate combination does not require the approval of

A merger involves the legal combination of two or more corporations, none of which continue to exist.

Raven is a shareholder of Quantum Mechanics Corporation. Raven could normally ex?er?cise appraisal rights if Quantum participated in

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

To defend against a takeover attempt, a company can promise to give its sharehold?ers the right to buy additional shares at low prices.

Precise Device Corporation and Quality Instruments, Inc., decide to merge. This corporate combination does not require the approval of

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

Fact Pattern 40-2B Mega Corporation wants to gain control of MiniCo, Inc. The companies negoti?ate for several months, without coming to terms. Mega decides to pursue a takeover at?tempt. MiniCo decides to resist. -Refer to Fact Pattern 40-2B. MiniCo issues shares that its shareholders can exchange for cash if a takeover is successful, intending to make Mega's takeover attempt too expensive. This is a

Ewa is a shareholder of Fresh Produce, Inc., whose management is con?sider?ing a tender offer by Green Grocery Stores Corporation. Eve elects to exer?cise her appraisal rights. In some jurisdictions, now Eve can

Dissolution is a method by which a corporation can extend its operations.

A corporation can extend its operations through a consolidation.

Once formed, a corporation cannot be dissolved involuntarily.

After a merger, a surviving corporation's shareholders assume personal liability for a disappearing corporation's preexisting obligations.