Question 1

Armando Investment Group wants to take over TechInfo.Armando offers several key shareholders of TechInfo a price above full market value for their stock.What type of takeover is Armando contemplating?

Accepted Answer

A)  Tender Offer.
B)  Leveraged Buyout.
C)  Exchange Offer.
D)  Exchanged Tender Offer.
E)  Cash Tender Offer.F) B) and C)
G) C) and D)

Question 2

Asset purchases are similar to mergers and consolidations because a corporation that purchases the assets of another corporation generally acquires its liabilities.

Accepted Answer

A) True 
 B)False

Question 3

Merger cannot occur between foreign out-of-state)corporations.

Accepted Answer

A) True 
 B)False  False

Question 4

Is Myron correct that the vote by Cheeseland's Board of Directors is legitimate to finalize the deal between the two companies?

Accepted Answer

A)  No,Cheeseland only needs the approval of its shareholders before it can sell its assets.
B)  No,Cheeseland needs the approval of both its board of directors and its shareholders before it can sell its assets.
C)  No,Cheeseland needs the approval of its shareholders for a merger
D)  Yes,Cheeseland only needs the approval of its board of directors before it can sell its assets.
E)  Yes,Cheeseland only needs the approval of its board of directors for a merger.F) A) and E)
G) None of the above

Question 5

Death of a corporation occurs in which of the following phases?

Accepted Answer

A)  Notification and liquidation
B)  Dissolution and trial
C)  Dissolution and proceedings
D)  Reforming and liquidation
E)  Dissolution and liquidationF) B) and C)
G) A) and E)

Question 6

Which of the following should occur in the face of the board not wishing to be involved in liquidation proceedings?

Accepted Answer

A)  The court should enter an injunction requiring that at least half of the directors proceed with liquidation regardless of whether they want to do so.
B)  A court should appoint a bankruptcy trustee to handle liquidation.
C)  The court should enter an injunction requiring all the directors to proceed with liquidation regardless of whether they want to do so.
D)  A court should appoint a receiver not affiliated with the corporation to take over liquidation duties.
E)  Janelle,as president,is required to take over liquidation duties.F) C) and D)
G) B) and E)

Question 7

When two or more corporations are combined,and neither of the original corporations continues to exist legally,it is called:

Accepted Answer

A)  A consolidation
B)  A reorganization
C)  An alteration
D)  A merger
E)  A combinationF) B) and C)
G) All of the above

Question 8

Which of the following is generally false regarding the surviving entity in a merger situation?

Accepted Answer

A)  The surviving entity remains a single corporation.
B)  The surviving entity obtains the absorbed corporation's assets.
C)  The shareholders of the surviving entity must amend its articles of incorporation according to the specific conditions of the merger.
D)  The surviving entity obtains the absorbed corporation's rights,powers,and privileges.
E)  The surviving entity does not become liable for debts of the absorbed corporation.F) All of the above
G) D) and E)

Question 9

Which of the following is true about acquisitions of domestic and foreign corporations?

Accepted Answer

A)  Acquisitions between domestic corporations and acquisitions between foreign corporations are governed by the same law.
B)  Acquisitions between domestic corporations and acquisitions between foreign corporations are governed by federal law.
C)  Though there are some minor differences in procedure,acquisitions between domestic corporations are very similar acquisitions between corporations from different states. ,
D)  Acquisitions between domestic corporations are very different from acquisitions between corporations from different states.
E)  Federal statutes govern all mergers and consolidations.F) None of the above
G) A) and B)

Question 10

When an asset purchase occurs,the acquiring corporation assumes ownership and control over tangible,but not intangible,assets of the selling corporation.

Accepted Answer

A) True 
 B)False  False

Question 11

What is the difference between the procedures governing mergers and consolidations?

Accepted Answer

A)  With consolidation,the plan need not be submitted to the secretary of state.
B)  Unlike consolidation,with merger,the shareholders must approve the plan before it goes to the board of directors.
C)  With consolidation,only the board of directors of both involved corporations must approve the plan;with merger,the shareholders of both involved corporations must also approve the plan.
D)  The procedures governing mergers and consolidations are the same.
E)  Unlike merger,with consolidation,no approval certificate is necessary.F) A) and E)
G) B) and C)

Question 12

List in detail the four universal requirements for a merger or acquisition,including what most states require in regard to shareholder approval.

Accepted Answer

The following requir...

Question 13

Is InfoHub likely to refuse to provide the shareholder list?

Accepted Answer

A)  Probably not.Most companies provide them voluntarily because federal law requires target corporations to assist aggressors in some ways.
B)  Yes,corporations always refuse to provide shareholder lists because of the threat of takeovers.
C)  Probably not,since companies are required to provide them.
D)  Yes,although federal law requires target corporations to assist aggressors in some ways,aggressors are prohibited from access to shareholder lists.
E)  Yes,federal securities law protects target corporations from aggressors.F) A) and B)
G) B) and D)

Question 14

Under what circumstances may a court order an involuntary dissolution of a corporation?

Accepted Answer

A)  When the corporation obtained its article of incorporation fraudulently,when the directors have abused their power,and when the corporation is insolvent.
B)  When the corporation has failed to show a profit for over two years,when the corporation obtained its article of incorporation fraudulently,and when the corporation is insolvent.
C)  When the corporation has failed to show a profit for over two years,when the corporation obtained its article of incorporation fraudulently,when the directors have abused their power,and when the corporation is insolvent.
D)  When the corporation has failed to show a profit for over two years,when the corporation obtained its article of incorporation fraudulently,and when the directors have abused their power.
E)  Only when the corporation is insolvent.F) B) and E)
G) A) and D) A

Question 15

After acquiring a substantial number of the target corporation's shares,what is generally the next step for an aggressor,and why?

Accepted Answer

After acquiring a substantial number of ...

Question 16

Which of the following is true regarding Tyler's belief that Alec will be unable to collect anything for the accident after the joining of the businesses?

Accepted Answer

A)  Tyler is correct that Alec will be unable to win in litigation against him unless Alec can establish fraud in connection with the joining.
B)  Tyler is incorrect,and the joining will have no effect on the lawsuit.
C)  Tyler is correct that Alec will be unable to win in litigation against him regardless of whether the lawsuit is filed before or after the joining so long as no judgment is entered prior to the joining.
D)  Tyler is correct that Alec will be unable to sue him unless Alec files in court an objection to the joining and prevails.
E)  Tyler is correct that Alec will be unable to win in litigation against him so long as the joining is completed before Alec files the lawsuit.F) C) and E)
G) A) and E)

Question 17

In a merger situation,which of the following is a term for the remaining corporation?

Accepted Answer

A)  The remaining corporation
B)  The approved corporation
C)  The surviving corporation
D)  The resulting corporation
E)  The winning corporationF) All of the above
G) C) and E)

Question 18

Which of the following results in a "chose in action"?

Accepted Answer

A)  The right of shareholders to dissent from the joining of the corporations for 30 days following.
B)  The right of Tyler to a golden parachute if he is terminated after the joining.
C)  The surviving corporation's right to sue Sean for amounts owed.
D)  The right of Byron to fire Tyler after the merger.
E)  The right of Alec to sue the surviving corporation for damages.F) B) and E)
G) C) and D)

Question 19

In a consolidation,shareholders of the new corporation create new articles of incorporation called ________.

Accepted Answer

A)  Revised articles of incorporation
B)  Independent articles of combination
C)  Merged articles of incorporation
D)  Revised articles of consolidation
E)  Articles of consolidationF) B) and D)
G) B) and E)

Question 20

In the attempt of Grow True Corporation to gain control,which of the following terms describes Grassroots Corporation?

Accepted Answer

A)  Vulnerable corporation
B)  Target corporation
C)  Accessible corporation
D)  Hostile corporation
E)  Weak corporationF) C) and D)
G) A) and D)

Exam 40: Corporations: Mergers, consolidations, terminations

Armando Investment Group wants to take over TechInfo.Armando offers several key shareholders of TechInfo a price above full market value for their stock.What type of takeover is Armando contemplating?

Correct AnswerverifiedShow Answer

Asset purchases are similar to mergers and consolidations because a corporation that purchases the assets of another corporation generally acquires its liabilities.

Correct AnswerverifiedShow Answer

Merger cannot occur between foreign out-of-state)corporations.

Correct AnswerverifiedFalse

Is Myron correct that the vote by Cheeseland's Board of Directors is legitimate to finalize the deal between the two companies?

Correct AnswerverifiedShow Answer

Death of a corporation occurs in which of the following phases?

Correct AnswerverifiedShow Answer

Which of the following should occur in the face of the board not wishing to be involved in liquidation proceedings?

Correct AnswerverifiedShow Answer

When two or more corporations are combined,and neither of the original corporations continues to exist legally,it is called:

Correct AnswerverifiedShow Answer

Which of the following is generally false regarding the surviving entity in a merger situation?

Correct AnswerverifiedShow Answer

Which of the following is true about acquisitions of domestic and foreign corporations?

Correct AnswerverifiedShow Answer

When an asset purchase occurs,the acquiring corporation assumes ownership and control over tangible,but not intangible,assets of the selling corporation.

Correct AnswerverifiedFalse

What is the difference between the procedures governing mergers and consolidations?

Correct AnswerverifiedShow Answer

List in detail the four universal requirements for a merger or acquisition,including what most states require in regard to shareholder approval.

Correct AnswerverifiedThe following requir...View AnswerShow Answer

Is InfoHub likely to refuse to provide the shareholder list?

Correct AnswerverifiedShow Answer

Under what circumstances may a court order an involuntary dissolution of a corporation?

Correct AnswerverifiedA

After acquiring a substantial number of the target corporation's shares,what is generally the next step for an aggressor,and why?

Correct AnswerverifiedAfter acquiring a substantial number of ...View AnswerShow Answer

Which of the following is true regarding Tyler's belief that Alec will be unable to collect anything for the accident after the joining of the businesses?

Correct AnswerverifiedShow Answer

In a merger situation,which of the following is a term for the remaining corporation?

Correct AnswerverifiedShow Answer

Which of the following results in a "chose in action"?

Correct AnswerverifiedShow Answer

In a consolidation,shareholders of the new corporation create new articles of incorporation called ________.

Correct AnswerverifiedShow Answer

In the attempt of Grow True Corporation to gain control,which of the following terms describes Grassroots Corporation?

Correct AnswerverifiedShow Answer

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The following requir...
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After acquiring a substantial number of ...
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