Question 1

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

Accepted Answer

A) True 
 B)False  True

Question 2

Fact Patter 41-2A
Petro Drilling Corporation combines its assets and debts with those of Oil Refining Company to form New Energy, Inc.
-Refer to Fact Pattern 41-2A. New Energy assumes

Accepted Answer

A)  all of Petro's and Oil's assets. 
B)  half of Petro's and Oil's assets. 
C)  none of Petro's and Oil's assets. 
D)  only debts that Petro and Oil incurred after a combination was proposed. 
A)  all of Petro's and Oil's assets. 
B)  half of Petro's and Oil's assets. 
C)  none of Petro's and Oil's assets. 
D)  only debts that Petro and Oil incurred after a combination was proposed. A

Question 3

A takeover cannot be challenged on the ground that it would result in a substantial increase in the acquiring corporation's marker power.

Accepted Answer

A) True 
 B)False  False

Question 4

Titan Business Corporation can be compelled to dissolve by

Accepted Answer

A)  its creditors only. 
B)  itself, through its shareholders and directors, only. 
C)  itself, through its shareholders and directors, or the state. 
D)  the state only. 
A)  its creditors only. 
B)  itself, through its shareholders and directors, only. 
C)  itself, through its shareholders and directors, or the state. 
D)  the state only.

Question 5

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.

Accepted Answer

When a corporation acquires all the asse

Question 6

Vision Optical Company and Wide Eyes Open, Inc. decide to combine. Xavier, a Wide Eyes shareholder, is dissatisfied with the price that he will receive for his stock. In the absence of fraud or other illegal conduct, Xavier's exclusive remedy is to

Accepted Answer

A)  exercise an appraisal right. 
B)  file a suit to delay the process. 
C)  refuse to agree to the deal, which cannot then proceed. 
D)  urge other shareholders to insist on a higher price. 
A)  exercise an appraisal right. 
B)  file a suit to delay the process. 
C)  refuse to agree to the deal, which cannot then proceed. 
D)  urge other shareholders to insist on a higher price.

Question 7

Penn files a suit against Roadway Sign Company While the suit is pending, Roadway consolidates with Synchronized Signal Corporation to form Traffic Management, Inc. Now, liability in the suit, if any, rests with

Accepted Answer

A)  Traffic. 
B)  Roadway and Synchronized. 
C)  Penn. 
D)  no one. 
A)  Traffic. 
B)  Roadway and Synchronized. 
C)  Penn. 
D)  no one.

Question 8

The power to consolidate is conferred by statute.

Accepted Answer

A) True 
 B)False

Question 9

When a corporation is dissolved voluntarily, the corporation must file articles of dissolution with the state.

Accepted Answer

A) True 
 B)False

Question 10

Fact Patter 41-2A
Petro Drilling Corporation combines its assets and debts with those of Oil Refining Company to form New Energy, Inc.
-Refer to Fact Pattern 41-2A. The formation of New Energy is

Accepted Answer

A)  a consolidation. 
B)  a share exchange. 
C)  a liquidation. 
D)  a merger. 
A)  a consolidation. 
B)  a share exchange. 
C)  a liquidation. 
D)  a merger.

Question 11

The board of directors of each corporation involved must approve a merger.

Accepted Answer

A) True 
 B)False

Question 12

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 decide to cease business. Can they simply dissolve their corporation at will If so, what are the steps in the process

Accepted Answer

In the problem, Florence and Grady can d

Question 13

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

Accepted Answer

A)  Precise and Quality's directors. 
B)  Precise and Quality's officers. 
C)  Precise's shareholders. 
D)  Quality's shareholders. 
A)  Precise and Quality's directors. 
B)  Precise and Quality's officers. 
C)  Precise's shareholders. 
D)  Quality's shareholders.

Question 14

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

Accepted Answer

A) True 
 B)False

Question 15

Fact Pattern 41-1A
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 incorporation. The articles

Accepted Answer

A)  are deemed amended to include the differences. 
B)  are replaced by the merger agreement. 
C)  effectively prevent the merger. 
D)  prevail. 
A)  are deemed amended to include the differences. 
B)  are replaced by the merger agreement. 
C)  effectively prevent the merger. 
D)  prevail.

Question 16

Fact Patter 41-2A
Petro Drilling Corporation combines its assets and debts with those of Oil Refining Company to form New Energy, Inc.
-Refer to Fact Pattern 41-2A. New Energy acquires

Accepted Answer

A)  all of Petro's and Oil's assets. 
B)  half of Petro's and Oil's assets. 
C)  none of Petro's and Oil's assets. 
D)  only assets that Petro and Oil acquired after a combination was proposed. 
A)  all of Petro's and Oil's assets. 
B)  half of Petro's and Oil's assets. 
C)  none of Petro's and Oil's assets. 
D)  only assets that Petro and Oil acquired after a combination was proposed.

Question 17

Fact Pattern 41-3A
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 41-3A. With respect to Atlantic's shareholders, this conduct is most likely

Accepted Answer

A)  not oppressive because it is undertaken by Atlantic's officers. 
B)  oppressive because Atlantic's directors may be personally liable. 
C)  oppressive because Atlantic's shareholders may be personally liable. 
D)  oppressive because it departs from the standards of fair dealing. 
A)  not oppressive because it is undertaken by Atlantic's officers. 
B)  oppressive because Atlantic's directors may be personally liable. 
C)  oppressive because Atlantic's shareholders may be personally liable. 
D)  oppressive because it departs from the standards of fair dealing.

Question 18

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

Accepted Answer

A) True 
 B)False

Question 19

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

Accepted Answer

A) True 
 B)False

Question 20

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

Accepted Answer

A)  in all circumstances. 
B)  in no circumstances. 
C)  only if Firelite plans to pay with unauthorized, unissued stock. 
D)  only if the purchase extends Firelite's control over more assets. 
A)  in all circumstances. 
B)  in no circumstances. 
C)  only if Firelite plans to pay with unauthorized, unissued stock. 
D)  only if the purchase extends Firelite's control over more assets.

Exam 41: Corporate Merger, Consolidation, Termination

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

Fact Patter 41-2A Petro Drilling Corporation combines its assets and debts with those of Oil Refining Company to form New Energy, Inc. -Refer to Fact Pattern 41-2A. New Energy assumes

A takeover cannot be challenged on the ground that it would result in a substantial increase in the acquiring corporation's marker power.

Titan Business Corporation can be compelled to dissolve by

Vision Optical Company and Wide Eyes Open, Inc. decide to combine. Xavier, a Wide Eyes shareholder, is dissatisfied with the price that he will receive for his stock. In the absence of fraud or other illegal conduct, Xavier's exclusive remedy is to

Penn files a suit against Roadway Sign Company While the suit is pending, Roadway consolidates with Synchronized Signal Corporation to form Traffic Management, Inc. Now, liability in the suit, if any, rests with

The power to consolidate is conferred by statute.

When a corporation is dissolved voluntarily, the corporation must file articles of dissolution with the state.

Fact Patter 41-2A Petro Drilling Corporation combines its assets and debts with those of Oil Refining Company to form New Energy, Inc. -Refer to Fact Pattern 41-2A. The formation of New Energy is

The board of directors of each corporation involved must approve a merger.

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

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

Fact Pattern 41-1A 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 incorporation. The articles

Fact Patter 41-2A Petro Drilling Corporation combines its assets and debts with those of Oil Refining Company to form New Energy, Inc. -Refer to Fact Pattern 41-2A. New Energy acquires

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

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

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

Introduction to Law and Legal Reasoning

Courts and Alternative Dispute Resolution

Court Procedures

Constitutional Authority to Regulate Business

Ethics and Business Decision Making

Intentional Torts and Privacy

Negligence and Strict Liability

Intellectual Property and Internet Law

Criminal Law and Cyber Crime

Nature and Terminology

Agreement in Traditional and E-Contracts

Consideration

Capacity and Legality

Mistakes, Fraud, and Voluntary Consent

The Statute of Frauds

Third Party Rights

Performance and Discharge

Breach of Contract and Remedies

The Formation of Sales and Lease Contracts

Title, Risk, and Insurable Interest

Performance Breach of Sales Lease Contracts

Warranties and Product Liability

International Law in a Global Economy

The Function Creation of Negotiable Instruments

Transferability and Holder in Due Course

Liability, Defenses, and Discharge

Checks and Banking in the Digital Age

Creditors Rights and Remedies

Secured Transactions

Bankruptcy Law

Mortgages Foreclosures After the Recession

Agency Formation and Duties

Agency Liability and Termination

Employment, Immigration, and Labor Law

Employment Discrimination

Sole Proprietorships and Franchises

Partnerships and Limited Liability Partnerships

Limited Liability Companies Special Business Forms

Corporate Formation and Financing

Corporate Directors, Officers, Shareholders

Securities Law Corporate Governance

Law for Small Business

Administrative Law

Consumer Law

Environmental Law

Antitrust Law

Professional Liaility and Accountability

Personal Property and Bailments

Real Property Landlord-Tenant Relationships

Insurance

Wills and Trusts

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