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Exam 35: Corporate Mergers, takeovers, and Termination

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Question 1

Multiple Choice

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Garden Supply Company and Home & Lawn Corporation plan to consolidate. Most likely,the articles of consolidation will be filed with

A) the county recording office.
B) the local retailers' association.
C) the state's secretary of state.
D) the U.S. Department of Commerce.

E) A) and B)
F) None of the above

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verified

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Question 2

True/False

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The state cannot dissolve a corporation under any circumstances.

A) True
B) False

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Question 3

True/False

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

A target corporation's attempted takeover of an acquiring corporation is referred to as the poison pill defense.

To resist a takeover,a target company may make a self-tender.

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. -The appropriate remedy is most likely

Through a certain transaction,Coffee Bean Cafés,Inc.,acquires all of the shares of Deli Dining Corporation for some of Coffee Bean's shares. Both Coffee Bean and Deli Dining continue to exist. This is

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

When a corporation is dissolved voluntarily,the corporation does not need to file articles of dissolution with the state.

Ramon is a shareholder of Quantum Mechanix Corporation. Ramon could normally exercise appraisal rights if Quantum participated in

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

The officers and other employees of each corporation involved must approve a merger or share exchange plan.

A short-form merger requires the approval of the shareholders of both corporations.

Federal law establishes the specific procedures for a share exchange.

In a share exchange,some or all of the shares of one corporation are exchanged for the shares of another,and both corporations cease to exist.

Like other corporations,Restwell Hotels Inc. can extend its operations through

A corporation's creditors want to be notified when the firm is dissolved so that they can make a tender offer.

With respect to Diversified's shareholders,this conduct is most likely

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

When a corporation is dissolved voluntarily,its assets can be liquidated without notice to its creditors.