Exam 41: A: Corporate Merger,consolidation, Termination

A target corporation's attempted takeover of an acquiring corporation is referred to as the Pac-Man defense.

Fact Pattern 41-1B Shrimp Boat Company decides to consolidate its operations with Trawlers,Inc. ,to form Coastal Fishers Corporation (CFC). -Refer to Fact Pattern 41-1B.Trawlers had rights in certain property.Af?ter the consolidation,CFC acquires the rights

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

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

When a consolidation takes place,the newly formed corporation issues shares or pays fair consideration to the shareholders of any corporation that ceases to exist.

A self-tender is a company's offer to acquire stock from its own shareholders.

Fact Pattern 41-2B 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 41-2B.MiniCo solicits a merger with NuNation Corporation,a third party,which makes a better offer to MiniCo's share?holders.NuNation is a

Fact Pattern 41-1B Shrimp Boat Company decides to consolidate its operations with Trawlers,Inc. ,to form Coastal Fishers Corporation (CFC). -Refer to Fact Pattern 41-1B.The articles of consolidation dif?fer from Shrimp Boat's articles of incor?poration.The articles

The power to merge is conferred by statute.

Guaranty Financial Corporation merges with Fraternal Bank Corporation,with Guaranty absorbing Fraternal.After the merger

If one corporation owns all of the shares of another corporation,it is referred to as the target corporation.

Generally,a corporation that purchases the assets of another corporation is not automatically responsible for the liabilities of the selling corporation.

When dissolution takes place by voluntary action,the shareholders are responsible for winding up the affairs of the corporation.

A tender offer can be conditioned on the receipt of a specified number of outstanding shares by a certain date.

Giant Lift Corporation purchases all of the assets of Heavy Hydraulics Corporation.With respect to Heavy Hydraulics's liabilities,Giant Lift is

The board of directors of each corporation involved must approve a share exchange.

An attempted takeover can succeed even if it would result in a substantial increase in the acquiring corporation's market power.

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

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

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