Question 1

A short-form merger is the legal combination of two or more corporations online.

Accepted Answer

A) True 
 B)False  False

Question 2

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

Accepted Answer

A) True 
 B)False  True

Question 3

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. B

Question 4

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 5

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.

Question 6

Through a certain transaction,Corporate Properties,Inc.,acquires all of the shares of Downtown Realty Corporation for some of Corporate Properties's shares.Both Corporate Properties and Downtown Realty continue to exist.This is

Accepted Answer

A)  a consolidation.
B)  a share exchange.
C)  a short-form merger.
D)  a hold-up.

Question 7

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 8

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.

Question 9

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 10

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.

Question 11

Fact Pattern 41-3A (Questions A19-A20 apply)
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.

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 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

The answer of Florence and Grady pool their money and...

Question 13

Ridgeway Sand & Gravel Corporation and Quick-Set Paving Company combine so that all that remains after the papers have been signed is Ridgeway.This is

Accepted Answer

A)  a consolidation.
B)  a merger.
C)  a purchase of assets.
D)  a share exchange.

Question 14

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 15

Fact Pattern 41-1A (Questions A3-A5 apply)
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.

Question 16

Fact Pattern 41-1A (Questions A3-A5 apply)
Cherry Grove Apartments,Inc.,merges with Dutch Elm Realty,Inc.Only Dutch Elm remains.
-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 combina?tion was proposed.

Question 17

Fact Pattern 41-3A (Questions A19-A20 apply)
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.

Question 18

Generally,a corporation that purchases the assets of another corpora?tion is automatically responsible for the liabilities of the selling corporation.

Accepted Answer

A) True 
 B)False

Question 19

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

Accepted Answer

A)  surviving corporation.
B)  dissolution.
C)  takeover.
D)  winding up.

Question 20

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.

Exam 41: Corporate Merger, consolidation, Termination

A short-form merger is the legal combination of two or more corporations online.

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

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

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

Through a certain transaction,Corporate Properties,Inc.,acquires all of the shares of Downtown Realty Corporation for some of Corporate Properties's shares.Both Corporate Properties and Downtown Realty continue to exist.This is

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

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

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

Ridgeway Sand & Gravel Corporation and Quick-Set Paving Company combine so that all that remains after the papers have been signed is Ridgeway.This is

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

Fact Pattern 41-1A (Questions A3-A5 apply) 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

Fact Pattern 41-1A (Questions A3-A5 apply) Cherry Grove Apartments,Inc.,merges with Dutch Elm Realty,Inc.Only Dutch Elm remains. -Refer to Fact Pattern 41-2A.New Energy acquires

Generally,a corporation that purchases the assets of another corpora?tion is automatically responsible for the liabilities of the selling corporation.

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

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