Question 1

Whether a combination is a merger or a consolidation, the rights and liabilities of the shareholders are the same.

Accepted Answer

A) True 
 B)False

Question 2

B-Sharp Corporation and Coding Company wish to combine all assets, stock, and personnel into a new firm to be called DigiSongs Inc. This is​

Accepted Answer

A)   ​a consolidation.
B)   ​a merger.
C)   ​a share exchange.
D)   ​a takeover.E) None of the above
F) A) and C)

Question 3

On dissolution, corporate assets are distributed to shareholders according to their stock rights and any remaining assets are used to pay creditors.​

Accepted Answer

A) True 
 B)False

Question 4

Brite Cosmetics Corporation purchases all of the assets of Color-All Lipsticks Corporation. With respect to Brite's liabilities, Color-All is​

Accepted Answer

A)   ​automatically responsible.
B)   ​not responsible under any circumstances.
C)   ​responsible if Color-All is Brite's competitor.
D)   ​responsible if the sale is actually a merger or consolidation.E) A) and D)
F) A) and C)

Question 5

Omni Trax Inc. owns 95 percent of the shares of Pinpoint App Inc. Through a certain transaction, Omni combines with Pinpoint, but only Omni continues to exist. This is​

Accepted Answer

A)   ​a consolidation.
B)   ​a share exchange.
C)   ​a short-form merger.
D)   ​a termination.E) B) and D)
F) None of the above

Question 6

Fact Pattern 41-2​
Shale Oil Corporation combines its assets and debts with those of Tierra Frakking Company to form Unified Resources, Inc. Shale and Tierra cease to exist.
-Refer to Fact Pattern 41-2. Unified Resources assumes​

Accepted Answer

A)   ​all of Shale's and Tierra's debts.
B)   ​half of Shale's and Tierra's debts.
C)   ​none of Shale's and Tierra's debts unless there is a formal transfer of liability.
D)   ​only debts that Shale and Tierra incurred after a combination was proposed.E) None of the above
F) A) and B)

Question 7

A short-form merger can be accomplished only with the approval of the shareholders.​

Accepted Answer

A) True 
 B)False

Question 8

Even when, on the legal combination of two or more corporations, shareholder approval is not required, a board of directors may request it.​

Accepted Answer

A) True 
 B)False

Question 9

Fact Pattern 41-4​
Diversified Corporation's articles of incorporation prohibit a sale of its assets without a vote of the board of directors. Diversified's officers sell some assets to Enterprise Company without notice to the board. The officers also fail to pay Diversified's taxes on time, and some Diversified funds are not accounted for.
-Refer to Fact Pattern 41-4. In these circumstances, the appropriate remedy is most likely​

Accepted Answer

A)   ​a sale of the rest of Diversified's assets to its directors and shareholders.
B)   ​Diversified's consolidation or merger with Enterprise.
C)   ​Diversified's dissolution.
D)   ​payment of damages to Diversified's officers.E) A) and B)
F) A) and C)

Question 10

Fact Pattern 41-4​
Diversified Corporation's articles of incorporation prohibit a sale of its assets without a vote of the board of directors. Diversified's officers sell some assets to Enterprise Company without notice to the board. The officers also fail to pay Diversified's taxes on time, and some Diversified funds are not accounted for.
-Refer to Fact Pattern 41-4. With respect to Diversified's shareholders, this conduct is most likely​

Accepted Answer

A)   ​not oppressive because it is undertaken by Diversified's officers.
B)   ​oppressive because Diversified's directors may be personally liable.
C)   ​oppressive because Diversified's shareholders may be personally liable.
D)   ​oppressive because it departs from the standards of fair dealing.E) B) and C)
F) C) and D)

Question 11

Shareholders are not required to vote to approve a plan of merger.​

Accepted Answer

A) True 
 B)False

Question 12

Beth is a shareholder of Cotton Clothes, Inc., whose management is considering extending its operations through some type of combination or acquisition with Denim Jeans Corporation. Beth could normally exercise appraisal rights if Cotton participates in​

Accepted Answer

A)   ​a sale of substantially all of the corporate assets.
B)   ​a termination.
C)   ​a tender offer.
D)   ​none of the choices.E) None of the above
F) A) and B)

Question 13

Mergers between domestic and foreign corporations are not authorized.​

Accepted Answer

A) True 
 B)False

Question 14

Fact Pattern 41-2​
Shale Oil Corporation combines its assets and debts with those of Tierra Frakking Company to form Unified Resources, Inc. Shale and Tierra cease to exist.
-Refer to Fact Pattern 41-2. The formation of Unified Resources is​

Accepted Answer

A)   ​a consolidation.
B)   ​a merger.
C)   ​a purchase of assets.
D)   ​a share exchange.E) A) and D)
F) A) and B)

Question 15

Fact Pattern 41-3​
DIY Fasteners Company decides to consolidate its operations with Evergrip Studs, Inc., to form Fit-Rite Bolts & Screws Inc.
-Refer to Fact Pattern 41-3. Evergrip owed money to Guaranty Bank and other creditors. After the consolidation, Fit-Rite must pay​

Accepted Answer

A)   ​all of Evergrip's debts.
B)   ​half of Evergrip's debts.
C)   ​none of Evergrip's debts.
D)   ​only debts that Evergrip incurred after consolidation was proposed.E) C) and D)
F) All of the above

Question 16

OnSite Business Inc. can be compelled to dissolve by​

Accepted Answer

A)   ​any of the choices.
B)   ​its competitors.
C)   ​dissatisfied clients and customers.
D)   ​a court order.E) B) and C)
F) A) and C)

Question 17

Generally, a corporation that acquires the assets of another corporation needs to obtain shareholder approval for the purchase.​

Accepted Answer

A) True 
 B)False

Question 18

Fact Pattern 41-1​
Grandview Office Suites, Inc., merges with Hilltop Commercial Properties, Inc. Only Hilltop remains.
-Refer to Fact Pattern 41-1. Grandview held rights in certain real property. After the merger, Hilltop acquires the rights​

Accepted Answer

A)   ​automatically.
B)   ​only after completing certain additional statutory procedures.
C)   ​only Grandview's former shareholders expressly approve.
D)   ​only after a required formal transfer.E) A) and B)
F) A) and C)

Question 19

Broncobuster BarBQ Company and Cowpuncher Cuisine, Inc. decide to combine. Deanna, a Cowpuncher shareholder, is dissatisfied with the price that she will receive for her stock. In the absence of fraud or other illegal conduct, Deanna'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)   ​acquire stock from the other shareholders and thereby obtain corporate control.E) All of the above
F) None of the above

Question 20

Fact Pattern 41-1​
Grandview Office Suites, Inc., merges with Hilltop Commercial Properties, Inc. Only Hilltop remains.
-Refer to Fact Pattern 41-1. The articles of merger include changes that differ from Hilltop's articles of incorporation. The articles of incorporation​

Accepted Answer

A)   ​are deemed amended to include the changes.
B)   ​are replaced by the articles of merger.
C)   ​effectively prevent the merger.
D)   ​preempt the articles of merge.E) B) and D)
F) A) and B)

Exam 41: Mergers and Takeovers

Fact Pattern 41-2 Shale Oil Corporation combines its assets and debts with those of Tierra Frakking Company to form Unified Resources, Inc. Shale and Tierra cease to exist. -Refer to Fact Pattern 41-2. The formation of Unified Resources is

Correct Answer
verified

Mergers between domestic and foreign corporations are not authorized.

Correct Answer
verified

Omni Trax Inc. owns 95 percent of the shares of Pinpoint App Inc. Through a certain transaction, Omni combines with Pinpoint, but only Omni continues to exist. This is

Correct Answer
verified

Beth is a shareholder of Cotton Clothes, Inc., whose management is considering extending its operations through some type of combination or acquisition with Denim Jeans Corporation. Beth could normally exercise appraisal rights if Cotton participates in

Correct Answer
verified

Fact Pattern 41-1 Grandview Office Suites, Inc., merges with Hilltop Commercial Properties, Inc. Only Hilltop remains. -Refer to Fact Pattern 41-1. The articles of merger include changes that differ from Hilltop's articles of incorporation. The articles of incorporation

Correct Answer
verified

Fact Pattern 41-2 Shale Oil Corporation combines its assets and debts with those of Tierra Frakking Company to form Unified Resources, Inc. Shale and Tierra cease to exist. -Refer to Fact Pattern 41-2. Unified Resources assumes

Correct Answer
verified

A short-form merger can be accomplished only with the approval of the shareholders.

Correct Answer
verified

Correct Answer
verified

Fact Pattern 41-3 DIY Fasteners Company decides to consolidate its operations with Evergrip Studs, Inc., to form Fit-Rite Bolts & Screws Inc. -Refer to Fact Pattern 41-3. Evergrip owed money to Guaranty Bank and other creditors. After the consolidation, Fit-Rite must pay

Correct Answer
verified

Shareholders are not required to vote to approve a plan of merger.

Correct Answer
verified

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

Correct Answer
verified

Generally, a corporation that acquires the assets of another corporation needs to obtain shareholder approval for the purchase.

Correct Answer
verified

Fact Pattern 41-1 Grandview Office Suites, Inc., merges with Hilltop Commercial Properties, Inc. Only Hilltop remains. -Refer to Fact Pattern 41-1. Grandview held rights in certain real property. After the merger, Hilltop acquires the rights

Correct Answer
verified

Broncobuster BarBQ Company and Cowpuncher Cuisine, Inc. decide to combine. Deanna, a Cowpuncher shareholder, is dissatisfied with the price that she will receive for her stock. In the absence of fraud or other illegal conduct, Deanna's exclusive remedy is to

Correct Answer
verified

B-Sharp Corporation and Coding Company wish to combine all assets, stock, and personnel into a new firm to be called DigiSongs Inc. This is

Correct Answer
verified

Even when, on the legal combination of two or more corporations, shareholder approval is not required, a board of directors may request it.

Correct Answer
verified

OnSite Business Inc. can be compelled to dissolve by

Correct Answer
verified

Brite Cosmetics Corporation purchases all of the assets of Color-All Lipsticks Corporation. With respect to Brite's liabilities, Color-All is

Correct Answer
verified

Whether a combination is a merger or a consolidation, the rights and liabilities of the shareholders are the same.

Correct Answer
verified

Correct Answer
verified

Exam 41: Mergers and Takeovers

Fact Pattern 41-2​ Shale Oil Corporation combines its assets and debts with those of Tierra Frakking Company to form Unified Resources, Inc. Shale and Tierra cease to exist. -Refer to Fact Pattern 41-2. The formation of Unified Resources is​

Correct AnswerverifiedShow Answer

Mergers between domestic and foreign corporations are not authorized.​

Correct AnswerverifiedShow Answer

Omni Trax Inc. owns 95 percent of the shares of Pinpoint App Inc. Through a certain transaction, Omni combines with Pinpoint, but only Omni continues to exist. This is​

Correct AnswerverifiedShow Answer

Beth is a shareholder of Cotton Clothes, Inc., whose management is considering extending its operations through some type of combination or acquisition with Denim Jeans Corporation. Beth could normally exercise appraisal rights if Cotton participates in​

Correct AnswerverifiedShow Answer

Fact Pattern 41-1​ Grandview Office Suites, Inc., merges with Hilltop Commercial Properties, Inc. Only Hilltop remains. -Refer to Fact Pattern 41-1. The articles of merger include changes that differ from Hilltop's articles of incorporation. The articles of incorporation​

Correct AnswerverifiedShow Answer

Fact Pattern 41-2​ Shale Oil Corporation combines its assets and debts with those of Tierra Frakking Company to form Unified Resources, Inc. Shale and Tierra cease to exist. -Refer to Fact Pattern 41-2. Unified Resources assumes​

Correct AnswerverifiedShow Answer

A short-form merger can be accomplished only with the approval of the shareholders.​

Correct AnswerverifiedShow Answer

Correct AnswerverifiedShow Answer

Fact Pattern 41-3​ DIY Fasteners Company decides to consolidate its operations with Evergrip Studs, Inc., to form Fit-Rite Bolts & Screws Inc. -Refer to Fact Pattern 41-3. Evergrip owed money to Guaranty Bank and other creditors. After the consolidation, Fit-Rite must pay​

Correct AnswerverifiedShow Answer

Shareholders are not required to vote to approve a plan of merger.​

Correct AnswerverifiedShow Answer

On dissolution, corporate assets are distributed to shareholders according to their stock rights and any remaining assets are used to pay creditors.​

Correct AnswerverifiedShow Answer

Generally, a corporation that acquires the assets of another corporation needs to obtain shareholder approval for the purchase.​

Correct AnswerverifiedShow Answer

Fact Pattern 41-1​ Grandview Office Suites, Inc., merges with Hilltop Commercial Properties, Inc. Only Hilltop remains. -Refer to Fact Pattern 41-1. Grandview held rights in certain real property. After the merger, Hilltop acquires the rights​

Correct AnswerverifiedShow Answer

Broncobuster BarBQ Company and Cowpuncher Cuisine, Inc. decide to combine. Deanna, a Cowpuncher shareholder, is dissatisfied with the price that she will receive for her stock. In the absence of fraud or other illegal conduct, Deanna's exclusive remedy is to​

Correct AnswerverifiedShow Answer

B-Sharp Corporation and Coding Company wish to combine all assets, stock, and personnel into a new firm to be called DigiSongs Inc. This is​

Correct AnswerverifiedShow Answer

Even when, on the legal combination of two or more corporations, shareholder approval is not required, a board of directors may request it.​

Correct AnswerverifiedShow Answer

OnSite Business Inc. can be compelled to dissolve by​

Correct AnswerverifiedShow Answer

Brite Cosmetics Corporation purchases all of the assets of Color-All Lipsticks Corporation. With respect to Brite's liabilities, Color-All is​

Correct AnswerverifiedShow Answer

Whether a combination is a merger or a consolidation, the rights and liabilities of the shareholders are the same.

Correct AnswerverifiedShow Answer

Correct AnswerverifiedShow Answer

Fact Pattern 41-2 Shale Oil Corporation combines its assets and debts with those of Tierra Frakking Company to form Unified Resources, Inc. Shale and Tierra cease to exist. -Refer to Fact Pattern 41-2. The formation of Unified Resources is

Correct Answer
verified

Mergers between domestic and foreign corporations are not authorized.

Correct Answer
verified

Omni Trax Inc. owns 95 percent of the shares of Pinpoint App Inc. Through a certain transaction, Omni combines with Pinpoint, but only Omni continues to exist. This is

Correct Answer
verified

Beth is a shareholder of Cotton Clothes, Inc., whose management is considering extending its operations through some type of combination or acquisition with Denim Jeans Corporation. Beth could normally exercise appraisal rights if Cotton participates in

Correct Answer
verified

Fact Pattern 41-1 Grandview Office Suites, Inc., merges with Hilltop Commercial Properties, Inc. Only Hilltop remains. -Refer to Fact Pattern 41-1. The articles of merger include changes that differ from Hilltop's articles of incorporation. The articles of incorporation

Correct Answer
verified

Fact Pattern 41-2 Shale Oil Corporation combines its assets and debts with those of Tierra Frakking Company to form Unified Resources, Inc. Shale and Tierra cease to exist. -Refer to Fact Pattern 41-2. Unified Resources assumes

Correct Answer
verified

A short-form merger can be accomplished only with the approval of the shareholders.

Correct Answer
verified

Correct Answer
verified

Fact Pattern 41-3 DIY Fasteners Company decides to consolidate its operations with Evergrip Studs, Inc., to form Fit-Rite Bolts & Screws Inc. -Refer to Fact Pattern 41-3. Evergrip owed money to Guaranty Bank and other creditors. After the consolidation, Fit-Rite must pay

Correct Answer
verified

Shareholders are not required to vote to approve a plan of merger.

Correct Answer
verified

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

Correct Answer
verified

Generally, a corporation that acquires the assets of another corporation needs to obtain shareholder approval for the purchase.

Correct Answer
verified

Fact Pattern 41-1 Grandview Office Suites, Inc., merges with Hilltop Commercial Properties, Inc. Only Hilltop remains. -Refer to Fact Pattern 41-1. Grandview held rights in certain real property. After the merger, Hilltop acquires the rights

Correct Answer
verified

Broncobuster BarBQ Company and Cowpuncher Cuisine, Inc. decide to combine. Deanna, a Cowpuncher shareholder, is dissatisfied with the price that she will receive for her stock. In the absence of fraud or other illegal conduct, Deanna's exclusive remedy is to

Correct Answer
verified

B-Sharp Corporation and Coding Company wish to combine all assets, stock, and personnel into a new firm to be called DigiSongs Inc. This is

Correct Answer
verified

Even when, on the legal combination of two or more corporations, shareholder approval is not required, a board of directors may request it.

Correct Answer
verified

OnSite Business Inc. can be compelled to dissolve by

Correct Answer
verified

Brite Cosmetics Corporation purchases all of the assets of Color-All Lipsticks Corporation. With respect to Brite's liabilities, Color-All is

Correct Answer
verified

Correct Answer
verified

Correct Answer
verified