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BLaw Chapter 29

Like other corporations, Beauty Supplies Corporation can extend its operations through?
a consolidation
Penn files suit against Roadway Sign Company. While the suit is pending, Roadway consolidates with Synchronized Signal Corporation to form Traffic Management, Inc. Now, liability in the suit, if any, rests with?
Penn
Jen files a suit against Kopper Kettle Company. While the suit is pending, Kopper Kettle merges with Luminous Pans, Inc., with Luminous absorbing Kopper Kettle. Now, liability in the suit, if any, rests with?
Luminous
Ridgeway Sand & Gravel Corporation and Quick-Set Paving Company combine so that all the remains after the papers have been signed is Ridgeway. This is?
a merger
Cherry Grove Apartments, Inc., merges with Dutch Elm Realty, Inc. Only Dutch Elm remains.

Cherry Grove owed money to Eager Beaver Repair Service and other creditors. After the merger, Dutch Elm must pay?

all of Cherry Grove’s debts
Cherry Grove Apartments, Inc. merges with Dutch Elm Realty, Inc. Only Dutch remains.

Cherry Grove held rights in certain real property. After the merger, Dutch Elm acquires the rights?

automatically
Cherry Grove Apartments, Inc. merges with Dutch Elm Realty, Inc. Only Dutch remains.

The terms of the merger agreement differ from Dutch Elm’s articles of incorporation. The articles?

are deemed amended to include the differences
Eagle Financial Corporation merges with First Bank Corporation, with Eagle Financial absorbing First Bank. After the merger?
Eagle Financial is the surviving corporation
Corn Candy Corporation (CCC) has a right of action against Bio Farms, Inc. CCC merges with Agri Sweeteners, Inc., with Agri absorbing CCC. After the merger, CCC’s right of action against Bio Farms can be exercised by?
Agri Sweeteners
A merger between Grain Mills Corporation and Farm2Fork Distribution Inc. can be expressed as Grain Mills + Farm2Fork =?
Farm2Fork
Petro Drilling Corporation combines its assets and debts with those of Oil Refining Company to form New Energy, Inc.

The formation of New Energy is?

a consolidation
Petro Drilling Corporation combines its assets and debts with those of Oil Refining Company to form New Energy, Inc.

New Energy acquires?

all of Petro’s and Oil’s assets
Petro Drilling Corporation combines its assets and debts with those of Oil Refining Company to form New Energy, Inc.

New Energy assumes?

all of Petro’s and Oil’s assets
Office Company and Keen Company wish to combine all assets, stock, and personnel into a new firm to be called OK Corporation. This is?
a consolidation
Realty Credit Company and Second Mortgage Corporation plan to consolidate. Most likely, the articles of consolidation will be filed with?
the state’s secretary of state
Like other corporations, Biopesticide Corporation can extend its operations through?
a share exchange
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 share exchange
Vacation Adventures, Inc. and Wild River Tour Company plan to merge. Most likely, the articles of merger will be filed with?
the state’s secretary of state
Realty Credit Company and Security Mortgage Corporation plan to consolidate. Most likely, the articles of consolidation will be filed with?
the state’s secretary of state
Mall Stores Corporation owns 95 % of the shares of Niche Retail Corporation. Mall Stores combines with Niche Retail, but only Mall Stores continues to exist. This transaction was?
a short-form merger
Pink Boutique Company and Purple Kiosk Company decide to consolidate. This corporate combination does not require the approval of?
Pink and Purple’s officers and employees
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?
exercise an appraisal right
Nadia is a shareholder of Open Air Productions, Inc. Nadia could normally exercise appraisal rights if Open Air participated in?
a share exchange
Java Corporation wants to purchase all of the assets of Kaffeen Corporation. Loni is a Kaffeen shareholder. The approval of Loni and other Kaffeen shareholders is necessary?
in all circumstances
Firelite Corporation wants to purchase all of the assets of Glo Power Products, Inc. Hadji is an Firelite shareholder. The approval of Hadji and other Firelite shareholders is necessary?
only if Firelite plans to pay with unauthorized, unissued stock
Ewa is a shareholder of Farm Fresh Foods Inc. whose management is considering a tender offer by Growers Market Corporation. Ewa elects appraisal rights. This affects?
Ewa’s shareholder status
Giant Lift Corporation purchases all of the assets of Heavy Hydraulics Corporation. With respect to Heavy Hydraulics’s liabilities, Giant Lift is?
responsible if the sale is actually a merger or consolidation
Stratified Industries, Inc., increases its holdings, making tender offers in many states. These offers are subject to?
state antitakeover statutes and federal securities laws
Salt Corporation wants to acquire or merge with Pepper Corporation. The board and the shareholders of Pepper are resisting. Salt should?
make a tender offer to the shareholders of Pepper
Ruff Games, Inc., wishes to acquire a controlling interest in Smart Toy Company by buying its stock. A public offer by Ruff Games to Smart Toy shareholders is?
a tender offer
Motor Parts Corporation offers to buy the stock of NASCAR Products Corporation (NPC). NPC’s directors oppose the offer. Orin and other NPC shareholders file a suit, alleging a breach of the directors’ fiduciary duties. Most likely, the court will?
apply the business judgement rule to analyze the directors’ acts
The term for the legal death of the artificial “person” of Skytop Services, Inc., or any other corporation is?
dissolution
Standard Business Corporation can be compelled to dissolve by?
itself, through its shareholders and directs, or the state
Mediterranean Investment Corporation’s (MIC) articles of incorporation prohibit a sale of its assets with¬out a vote of the board of directors. MIC’s officers sell some assets to North Atlantic Company without notice to the board. The officers also fail to pay MIC’s taxes on time, and some MIC funds are not accounted for.

The appropriate remedy is most likely?

MIC’s dissolution
Mediterranean Investment Corporation’s (MIC) articles of incorporation prohibit a sale of its assets with¬out a vote of the board of directors. MIC’s officers sell some assets to North Atlantic Company without notice to the board. The officers also fail to pay MIC’s taxes on time, and some MIC funds are not accounted for.

With respect to MIC’s shareholders, this conduct is most likely?

oppressive because it departs from the standards of fair dealing

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