Question 1

Appraisal rights require shareholders who object to the sale of the property of a company to forfeit their shares.

Accepted Answer

A) True 
 B)False  False

Question 2

A friendly merger of two corporations is not considered an acquisition.

Accepted Answer

A) True 
 B)False  False

Question 3

Greenmail refers to a target corporation's purchase of its stock from an actual or perceived tender offeror at a premium.

Accepted Answer

A) True 
 B)False  True

Question 4

What is a similarity between a branch office and a subsidiary of a multinational corporation?

Accepted Answer

A)  Both are considered separate legal entities. 
B)  Both have limited liability shields with the parent company. 
C)  Both can be setup in a foreign land to run the parent company's business. 
D)  Both are wholly liable for their torts. 
A)  Both are considered separate legal entities. 
B)  Both have limited liability shields with the parent company. 
C)  Both can be setup in a foreign land to run the parent company's business. 
D)  Both are wholly liable for their torts.

Question 5

State antitakeover statutes apply to ________.

Accepted Answer

A)  corporations that are incorporated in the state 
B)  foreign corporations that operate in the state 
C)  U.S. corporations incorporated in other states operating in the state 
D)  corporations that export to the state 
A)  corporations that are incorporated in the state 
B)  foreign corporations that operate in the state 
C)  U.S. corporations incorporated in other states operating in the state 
D)  corporations that export to the state

Question 6

Section 14(a) of the Securities Exchange Act prohibits omissions of material facts in proxy materials.

Accepted Answer

A) True 
 B)False

Question 7

List out the strategies that a company can use in defending against hostile tender offers.

Accepted Answer

a. Persuasion of shareholders
b. Delayin

Question 8

Which of the following is provided by the Delaware antitakeover statute?

Accepted Answer

A)  An acquirer of a Delaware corporation cannot complete a merger with the acquired corporation unless it receives an affirmative vote from at least 35 percent shareholders of the acquired corporation. 
B)  An acquirer of a Delaware corporation located outside Delaware cannot complete a merger with the acquired corporation until it has operated in Delaware for three years. 
C)  An acquirer of a Delaware corporation must be incorporated in the state of Delaware or have its principal office in the state of Delaware. 
D)  An acquirer of a Delaware corporation cannot complete a merger with the acquired corporation for three years after purchasing 15 percent or more of the Delaware corporation's shares. 
A)  An acquirer of a Delaware corporation cannot complete a merger with the acquired corporation unless it receives an affirmative vote from at least 35 percent shareholders of the acquired corporation. 
B)  An acquirer of a Delaware corporation located outside Delaware cannot complete a merger with the acquired corporation until it has operated in Delaware for three years. 
C)  An acquirer of a Delaware corporation must be incorporated in the state of Delaware or have its principal office in the state of Delaware. 
D)  An acquirer of a Delaware corporation cannot complete a merger with the acquired corporation for three years after purchasing 15 percent or more of the Delaware corporation's shares.

Question 9

Shareholders are permitted to submit issues for a vote to other shareholders.

Accepted Answer

A) True 
 B)False

Question 10

The Williams Act is an amendment to the Securities Exchange Act that specifically regulates tender offers.

Accepted Answer

A) True 
 B)False

Question 11

Distinguish between a merger and a share exchange.

Accepted Answer

A merger occurs when one corporation is

Question 12

Section 14(e) protects shareholders from fraud committed in connection with a tender offer.

Accepted Answer

A) True 
 B)False

Question 13

Insurgent shareholders are shareholders who propose a slate of directors to replace the incumbent directors.

Accepted Answer

A) True 
 B)False

Question 14

A merger occurs when one corporation enters into a permanent business partnership with another corporation.

Accepted Answer

A) True 
 B)False

Question 15

The approval of the surviving corporation's shareholders is not required if the merger or share exchange increases the number of voting shares of the surviving corporation by 20 percent or less.

Accepted Answer

A) True 
 B)False

Question 16

A shareholder is permitted to submit a resolution to be considered by other shareholders only if he or she ________.

Accepted Answer

A)  owns at least 1 percent of all shares of the company 
B)  owns at least $1,000 worth of shares of the company's stock 
C)  has served as a former member of the company's board of directors 
D)  has owned shares of the company of any amount for longer than five years 
A)  owns at least 1 percent of all shares of the company 
B)  owns at least $1,000 worth of shares of the company's stock 
C)  has served as a former member of the company's board of directors 
D)  has owned shares of the company of any amount for longer than five years

Question 17

A tender offer targets the board of directors of the target corporation.

Accepted Answer

A) True 
 B)False

Question 18

After a share exchange, one corporation owns all the shares of the other corporation.

Accepted Answer

A) True 
 B)False

Question 19

The Delaware antitakeover statute provides that an acquirer of a Delaware corporation cannot complete a merger with the acquired corporation for three years after purchasing 15 percent or more of the Delaware corporation's shares.

Accepted Answer

A) True 
 B)False

Question 20

The ________ protects the decisions of a board of directors that acts on an informed basis, in good faith, and in the honest belief that the action taken was in the best interests of the corporation and its shareholders.

Accepted Answer

A)  Williams Act 
B)  antifraud provision of the Securities and Exchange Commission 
C)  pro rata rule 
D)  business judgment rule 
A)  Williams Act 
B)  antifraud provision of the Securities and Exchange Commission 
C)  pro rata rule 
D)  business judgment rule

Exam 38: Corporate Acquisitions and Multinational Corporations

Appraisal rights require shareholders who object to the sale of the property of a company to forfeit their shares.

A friendly merger of two corporations is not considered an acquisition.

Greenmail refers to a target corporation's purchase of its stock from an actual or perceived tender offeror at a premium.

What is a similarity between a branch office and a subsidiary of a multinational corporation?

State antitakeover statutes apply to ________.

Section 14(a) of the Securities Exchange Act prohibits omissions of material facts in proxy materials.

List out the strategies that a company can use in defending against hostile tender offers.

Which of the following is provided by the Delaware antitakeover statute?

Shareholders are permitted to submit issues for a vote to other shareholders.

The Williams Act is an amendment to the Securities Exchange Act that specifically regulates tender offers.

Distinguish between a merger and a share exchange.

Section 14(e) protects shareholders from fraud committed in connection with a tender offer.

Insurgent shareholders are shareholders who propose a slate of directors to replace the incumbent directors.

A merger occurs when one corporation enters into a permanent business partnership with another corporation.

The approval of the surviving corporation's shareholders is not required if the merger or share exchange increases the number of voting shares of the surviving corporation by 20 percent or less.

A shareholder is permitted to submit a resolution to be considered by other shareholders only if he or she ________.

A tender offer targets the board of directors of the target corporation.

After a share exchange, one corporation owns all the shares of the other corporation.

The Delaware antitakeover statute provides that an acquirer of a Delaware corporation cannot complete a merger with the acquired corporation for three years after purchasing 15 percent or more of the Delaware corporation's shares.

The ________ protects the decisions of a board of directors that acts on an informed basis, in good faith, and in the honest belief that the action taken was in the best interests of the corporation and its shareholders.

Legal Heritage and the Digital Age

Courts and Jurisdiction

Judicial, Alternative, and E-Dispute Resolution

Constitutional Law for Business and E-Commerce

Intentional Torts and Negligence

Product and Strict Liability

Intellectual Property and Cyber Piracy

Criminal Law and Cyber Crime

Nature of Traditional and E-Contracts

Agreement

Consideration and Promissory Estoppel

Capacity and Legality

Genuineness of Assent and Undue Influence

Statute of Frauds and Equitable Exceptions

Third-Party Rights and Discharge

Remedies for Breach of Traditional and E-Contracts

Digital Law and E-Commerce

Formation of Sales and Lease Contracts

Title to Goods and Risk of Loss

Remedies for Breach of Sales and Lease Contracts

Warranties

Creation of Negotiable Instruments

Holder in Due Course and Transferability

Liability, Defenses, and Discharge

Banking System and Electronic Financial Transactions

Credit, Mortgages, and Debtors Rights

Secured Transactions

Bankruptcy and Reorganization

Agency Formation and Termination

Liability of Principals, Agents, and Independent Contractors

Employment, Worker Protection, and Immigration Law

Labor Law

Equal Opportunity in Employment

Small Business, Entrepreneurship, and General Partnerships

Limited Partnerships and Special Partnerships

Corporate Formation and Financing

Corporate Governance and the Sarbanes-Oxley Act

Limited Liability Companies and Limited Liability Partnerships

Franchise and Special Forms of Business

Investor Protection and E-Securities Transactions

Ethics and Social Responsibility of Business

Administrative Law and Regulatory Agencies

Consumer Protection and Product Safety

Environmental Protection

Antitrust Law and Unfair Trade Practices

Personal Property, Real Property, and Insurance

Real Property

Landlord-Tenant Law and Land Use Regulation

Insurance

Accountants Duties and Liability

Wills, Trusts, and Estates

Family Law

International and World Trade Law

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