Exam 40: Corporationsmerger, Consolidation, Termination

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. The terms of the consolidation agreement dif?fer from Shrimp Boat's articles of incor?poration. The articles

Office Company and Kappa Company wish to combine all assets, stock, and personnel into a new firm to be called OK Corporation. This is

A company may not defend against a takeover attempt by issuing additional stock.

In a short-form merger, neither corporation's shareholders need to approve the merger.

Selling all of a corporation's assets requires the approval of the state.

Shareholder appraisal rights are normally available in sales of sub?stan?tially all corporate assets not in the ordinary course of business.

Shareholder approval is required when a corporation buys all of the as?sets of an?other company.

Java Corporation wants to purchase all of the assets of Kaffee Corporation. Loni is a Kaffee shareholder. The approval of Loni and other Kaffee shareholders is necessary

The "fair value" of shares under appraisal rights is the mid-point between what a corporation is willing to pay and a shareholder is willing to accept.

Appraisal rights are often the only recourse for shareholders who object to a parent-subsidiary merger.

The board of directors of a targeted corporation must approve a tender of?fer before its shareholders can accept it.

In a consolidation, the articles of consolidation become the articles of in?corporation for the new corporation.

In a share exchange, neither corporation's directors need to approve the exchange.

Salt Corporation wants to acquire or merge with Pepper Corporation. The board and the share?holders of Pepper are resisting. Salt should

The term for the legal death of the artificial "person" of Equity Investments, Inc., or any other corporation, is

Only a board of directors can initiate the dissolution of a corporation.

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

Like other corporations, Workday Personnel Corporation can expand its operations through

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 owed money to View Harbor Storage and other creditors. After the consolidation, UFC must pay

When a sale of assets amounts to what in effect is a consolidation, the ac?quiring corporation does not inherit the selling corporation's liabilities.