Question 1

Federal securities laws strictly control the terms,duration,and circum?stances under which most tender offers are made.

Accepted Answer

A) True 
 B)False

Question 2

How the value of the shares of each merging corporation will be deter?mined is stated after the plan of merger has been approved.

Accepted Answer

A) True 
 B)False

Question 3

Fact Pattern 41-1A 
Cherry Grove Apartments,Inc. ,merges with Dutch Elm Realty,Inc.Only Dutch Elm remains.
-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 4

A corporate takeover is the process of acquiring control over a corpora?tion by the purchase of a substantial number of the voting shares of its stock.

Accepted Answer

A) True 
 B)False

Question 5

If a corporation is dissolved,its asset can be liquidated without further notice to a party who has a claim against the firm.

Accepted Answer

A) True 
 B)False

Question 6

Federal law establishes the specific procedures for mergers.

Accepted Answer

A) True 
 B)False

Question 7

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

Accepted Answer

A) True 
 B)False

Question 8

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 9

Florence and Grady pool their money and talents to form Happy Home Builders,Inc.They are the firm's only shareholders,directors,and offi?cers.After five years of declining home prices,they de?cide to cease busi?ness.Can they simply dis?solve their corporation at will? If so,what are the steps in the process?

Accepted Answer

In the problem,Florence and Grady can di

Question 10

Fact Pattern 41-1A 
Cherry Grove Apartments,Inc. ,merges with Dutch Elm Realty,Inc.Only Dutch Elm remains.
-Refer to Fact Pattern 41-1A.Cherry Grove held rights in certain real property.After the merger,Dutch Elm acquires the rights

Accepted Answer

A) automatically. 
B) only after completing certain additional statutory procedures. 
C) only Cherry Grove's former shareholders expressly approve. 
D) only if the acquisition is a specified result of the merger. 
A) automatically. 
B) only after completing certain additional statutory procedures. 
C) only Cherry Grove's former shareholders expressly approve. 
D) only if the acquisition is a specified result of the merger.

Question 11

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 12

On dissolution,corporate assets are distributed to shareholders accord?ing to their stock rights and any remaining assets are used to pay creditors.

Accepted Answer

A) True 
 B)False

Question 13

Vacation Adventures,Inc. ,and Wild River Tour Company plan to merge.Most likely,the ar?ticles of merger will be filed with

Accepted Answer

A) the county recording office. 
B) the local chamber of commerce. 
C) the state's secretary of state. 
D) the national travel agents' association. 
A) the county recording office. 
B) the local chamber of commerce. 
C) the state's secretary of state. 
D) the national travel agents' association.

Question 14

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 15

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

Accepted Answer

A) True 
 B)False

Question 16

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

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 share?holders,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

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.The appropriate remedy is most likely

Accepted Answer

A) a sale of the rest of Atlantic's assets to its directors and shareholders. 
B) Atlantic's consolidation or merger with Pacific. 
C) Atlantic's dissolution. 
D) payment of damages to Atlantic's officers. 
A) a sale of the rest of Atlantic's assets to its directors and shareholders. 
B) Atlantic's consolidation or merger with Pacific. 
C) Atlantic's dissolution. 
D) payment of damages to Atlantic's officers.

Question 19

Dissolution is the legal death of the artificial "person" of a corporation.

Accepted Answer

A) True 
 B)False

Question 20

Penn files a suit against Roadway Sign Company While the suit is pend?ing,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.

Exam 41: B: Corporate Merger,consolidation, Termination

Federal securities laws strictly control the terms,duration,and circum?stances under which most tender offers are made.

How the value of the shares of each merging corporation will be deter?mined is stated after the plan of merger has been approved.

Fact Pattern 41-1A Cherry Grove Apartments,Inc. ,merges with Dutch Elm Realty,Inc.Only Dutch Elm remains. -Refer to Fact Pattern 41-2A.The formation of New Energy is

A corporate takeover is the process of acquiring control over a corpora?tion by the purchase of a substantial number of the voting shares of its stock.

If a corporation is dissolved,its asset can be liquidated without further notice to a party who has a claim against the firm.

Federal law establishes the specific procedures for mergers.

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

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.Cherry Grove held rights in certain real property.After the merger,Dutch Elm acquires the rights

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

On dissolution,corporate assets are distributed to shareholders accord?ing to their stock rights and any remaining assets are used to pay creditors.

Vacation Adventures,Inc. ,and Wild River Tour Company plan to merge.Most likely,the ar?ticles of merger will be filed with

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

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

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

Dissolution is the legal death of the artificial "person" of a corporation.

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

A: Introduction to Law and Legal Reasoning

B: Introduction to Law and Legal Reasoning

C: Introduction to Law and Legal Reasoning

D: Introduction to Law and Legal Reasoning

A: Courts and Alternative Dispute Resolution

B: Courts and Alternative Dispute Resolution

A: Court Procedures

B: Court Procedures

A: Constitutional Authority to Regulate Business

B: Constitutional Authority to Regulate Business

A: Ethics and Business Decision Making

B: Ethics and Business Decision Making

A: Intentional Torts and Privacy

B: Intentional Torts and Privacy

A: Negligence and Strict Liability

B: Negligence and Strict Liability

C: Negligence and Strict Liability

D: Negligence and Strict Liability

A: Intellectual Property and Internet Law

B: Intellectual Property and Internet Law

A: Criminal Law and Cyber Crimes

B: Criminal Law and Cyber Crime

A: Nature and Terminology

B: Nature and Terminology

C: Nature and Terminology

D: Nature and Terminology

A: Agreement in Traditional and E-Contracts

B: Agreement in Traditional and E-Contracts

A: Consideration

B: Consideration

A: Capacity and Legality

B: Capacity and Legality

A: Mistakes,fraud,and Voluntary Consent

B: Mistakes,fraud,and Voluntary Consent

A: The Statute of Frauds

B: The Statute of Frauds

A: Third Party Rights

B: Third Party Rights

A: Performance and Discharge

B: Performance and Discharge

A: Breach of Contract and Remedies

B: Breach of Contract and Remedies

A: The Formation of Sales and Lease Contracts

B: The Formation of Sales and Lease Contracts

C: The Formation of Sales and Lease Contracts

D: The Formation of Sales and Lease Contracts

A: Title,risk,and Insurable Interest

B: Title,risk,and Insurable Interest

A: Performance Breach of Sales Lease Contracts

B: Performance Breach of Sales Lease Contracts

A: Warranties and Product Liability

B: Warranties and Product Liability

A: International Law in a Global Economy

B: International Law in a Global Economy

A: The Function Creation of Negotiable Instruments

B: The Function Creation of Negotiable Instruments

C: The Function Creation of Negotiable Instruments

D: The Function Creation of Negotiable Instruments

A: Transferability and Holder in Due Course

B: Transferability and Holder in Due Course

A: Liability,defenses,and Discharge

B: Liability,defenses,and Discharge