A) The value of shares on the day after the shareholder vote.
B) The value of shares on the day before the shareholder vote.
C) The value of shares on the day of the shareholder vote.
D) The value of shares 10 days before the shareholder vote.
E) The value of shares on the day the proposed merger was announced.
G) A) and B)
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A) Goodwill, a company name, and a company logo all constitute types of intangible items that may constitute assets.
B) Goodwill and a company name are types of intangible items that may constitute assets, but a company logo is not.
C) Goodwill is a type of intangible item that may constitute an asset, but a company name and a company logo are not.
D) A company name is a type of intangible item that may constitute an asset, but goodwill and a company logo are not.
E) A company name and a company logo are types of intangible items that may constitute assets, but goodwill is not.
G) A) and E)
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A) Short-form mergers
B) Short-term mergers
C) Access mergers
D) Required mergers
E) Specific mergers
G) A) and B)
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A) Bully
B) Aggressor
C) Pusher
D) Demander
E) Incentive giver
G) D) and E)
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B) False
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A) That the plaintiffs' generalized statements failing to identify specific wrongful acts and coming after changes in board membership were insufficient.
B) That the plaintiffs' statements, while generalized, were sufficient but that the plaintiff failed to file the complaint in a timely manner.
C) That the plaintiffs' statements were sufficiently specific, that the complaint was filed in a timely manner, and that a trial would be conducted later.
D) That the plaintiffs' statements were sufficiently specific, that the complaint was filed in a timely manner, and that the plaintiff was entitled to damages as a matter of law.
E) That the plaintiffs had no authority to proceed after the merger.
G) B) and C)
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A) It is a good plan only if a close corporation is involved; otherwise, Sally has a duty to reveal all pertinent facts to shareholders.
B) It is a good plan only if an S Corporation is involved; otherwise, Sally has a duty to reveal all pertinent facts to shareholders.
C) It is a good plan only if the corporation is new, meaning that it has been incorporated under one year; otherwise, Sally has a duty to reveal all pertinent facts to shareholders.
D) It is a bad plan because Sally must at least inform the shareholders that she is withholding information until the end of the year.
E) It is a bad plan because once an aggressor has presented its offer to the target corporation's shareholders, the target corporation's board of directors must inform shareholders of all facts pertinent to voting.
G) A) and B)
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A) Shareholders cannot approve a merger unless 50 percent of all shareholders vote to accept the offer.
B) Minority shareholders have access to South African courts and may employ them when disputes arise.
C) The Companies Act establishes a panel to inquire about mergers or takeovers.
D) The Companies Act and the rules of the Johannesburg Stock Exchange control mergers.
E) If a change of corporate control takes place outside the stock exchange, the initiator of the merger must extend the offer to the shareholders and disclose all pertinent information to them within a reasonable amount of time.
G) C) and E)
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A) A corporation desiring to sell a majority of its assets must obtain approval from officers, its board of directors, and shareholders.
B) A corporation desiring to sell a majority of its assets must obtain approval from officers and its board of directors, but not from shareholders.
C) A corporation desiring to sell a majority of its assets must obtain approval from its board of directors and shareholders, but not from officers.
D) A corporation desiring to sell a majority of its assets must obtain approval from shareholders, but not from officers or its board of directors.
E) A corporation desiring to sell a majority of its assets must obtain approval from its board of directors, but not from shareholders or officers.
G) All of the above
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B) False
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A) A leveraged buyout
B) A management buyout
C) An approved buyout
D) A corporate buyout
E) A closely managed buyout
G) A) and C)
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A) Hank cannot be sued if Hank purchased the skateboards within 30 days of the joining of the businesses.
B) Hank can be sued only if Hank purchased the skateboards within 30 days of the joining of the businesses.
C) Hank cannot be sued unless Hank approves in writing the joining of the businesses.
D) Hank can be sued only if Hank is notified by certified letter of the joining of the businesses.
E) The right to sue Hank would not be lost by the joining of the corporations.
G) A) and B)
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A) Hostile tender offer
B) Cash tender offer
C) Immediate tender offer
D) Substantial tender offer
E) Asset tender offer
G) A) and D)
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A) The surviving entity remains a single corporation.
B) The shareholders of the surviving entity must amend its articles of incorporation according to the specific conditions of the merger.
C) The surviving entity does not become liable for debts of the absorbed corporation.
D) The surviving entity obtains the absorbed corporation's assets.
E) The surviving entity obtains the absorbed corporation's rights, powers, and privileges.
G) D) and E)
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A) Merger
B) Consolidation
C) Asset purchase
D) Restructuring
E) Reforming
G) C) and E)
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A) That standard rules of contract interpretation do not apply to the interpretation of certificates of incorporation.
B) That the rule of contra proferentem, meaning that contracts are construed in accordance with standard criteria for contract interpretation, is applied when interpreting certificates of incorporation.
C) That parol evidence, while often available, is inadmissible when interpreting certificates of incorporation.
D) That an appraisal proceeding takes into account and considers any relevant element of value arising from the accomplishment or expectation of a merger or consolidation.
E) That in valuing the stock at issue, the fact that the stock would have been entitled to a mandatory redemption a few months after the merger was irrelevant.
G) C) and D)
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B) False
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A) Liquidation is another name for dissolution.
B) It is the process by which the board converts the corporation's assets into cash and distributes them among the corporation's creditors and shareholders.
C) It begins immediately prior to dissolution.
D) It is the process by which the board provides notice to the secretary of state that the corporation will no longer remain in existence.
E) Liquidation duties fall upon officers of the corporation.
G) B) and D)
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A) If it is determined that a proposed merger exceeds a reasonable concentration of power, the minister for the economy can enjoin the companies from completing the merger.
B) If it is determined that a proposed merger exceeds a reasonable concentration of power, the minister for the economy can alter the merger's value.
C) If it is determined that a proposed merger exceeds a reasonable concentration of power, the minister for the economy can make provisions to ensure higher degrees of competition in the market.
D) The goal of merger control statutes in France is to discourage mergers.
E) The French government, specifically the minister for the economy, uses the Commission for Competition as a resource when determining whether a proposed merger will benefit the French economy or whether the resulting concentration of power will decrease competition.
G) A) and E)
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A) Cash purchase offer
B) Above market offer
C) Substantial offer
D) Hostile offer
E) Tender offer
G) A) and B)
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