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Multiple Choice
A) 5
B) 10
C) 15
D) 20
E) 30
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Multiple Choice
A) Protection method
B) Beachhead defense
C) Poison pill
D) Exchange offer
E) Chose in action
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Multiple Choice
A) The declined corporation
B) The removed corporation
C) The absorbed corporation
D) The concealed corporation
E) The deceased corporation
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Multiple Choice
A) It must be sold and distributed to the respective shareholders.
B) It must be held in trust for at least one year to satisfy claims of creditors.
C) It must be held in trust for at least six months to satisfy claims of creditors.
D) It must be placed within the jurisdiction of the secretary of state for at least one year in order to satisfy claims of creditors.
E) None of these.
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Multiple Choice
A) The surviving corporation's right to sue Hank for amounts owed.
B) The right of Greg to sue the surviving corporation for damages.
C) The right of Bernie to a golden parachute if he is terminated after the joining.
D) The right of John to fire Bernie after the merger.
E) The right of shareholders to dissent from the joining of the corporations for 30 days following.
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Multiple Choice
A) Controlled acquisition
B) Timed acquisition
C) Gradual acquisition
D) Beachhead acquisition
E) Pirate acquisition
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Multiple Choice
A) A list of target shareholders
B) A list of target officers
C) A list of members of the board of directors of the target
D) The income statements of the target
E) The balance sheet of the target
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Multiple Choice
A) Revised articles of incorporation
B) Merged articles of incorporation
C) Articles of consolidation
D) Revised articles of consolidation
E) Independent articles of combination
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Multiple Choice
A) Dissolution and trial
B) Dissolution and proceedings
C) Dissolution and liquidation
D) Reforming and liquidation
E) Notification and liquidation
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Multiple Choice
A) The court ruled that a golden parachute contract is void as against public policy and, therefore, unenforceable.
B) The court ruled that a severance agreement, regardless of whether it is considered a golden parachute contract, is contrary to the employment at will principle and, therefore, unenforceable.
C) The court ruled that while severance agreements approved by a majority of shareholders are valid, the severance agreement in the case was not so approved and was, therefore, invalid.
D) The court ruled that the agreement would be enforced but only because it was not considered a golden parachute contract.
E) The court ruled that the severance agreement was valid and enforceable and that it made no difference that it was considered a golden parachute agreement.
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Multiple Choice
A) A merger
B) A consolidation
C) A combination
D) An alteration
E) A reorganization
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Multiple Choice
A) Voluntary corporate discontinuance
B) Involuntary corporate discontinuance
C) Voluntary relinquishment
D) Voluntary dissolution
E) Involuntary dissolution
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Multiple Choice
A) Bernie is correct that Greg will be unable to win in litigation against him so long as the joining is completed before Greg files the lawsuit.
B) Bernie is correct that Greg 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.
C) Bernie is correct that Greg will be unable to sue him unless Greg files in court an objection to the joining and prevails.
D) Bernie is correct that Greg will be unable to win in litigation against him unless Greg can establish fraud in connection with the joining.
E) Bernie is incorrect, and the joining will have no effect on the lawsuit.
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Multiple Choice
A) The resulting corporation
B) The winning corporation
C) The approved corporation
D) The surviving corporation
E) The remaining corporation
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Multiple Choice
A) A right of recovery
B) A right of litigation
C) A course of recovery
D) A chose in action
E) An accord and satisfaction
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True/False
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Essay
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Multiple Choice
A) She could not continue with her plan because unanimous approval of shareholders was required.
B) She could proceed with her plan.
C) It is unknown if she could proceed with her plan because Willy's agreement was essential if he owned more than 30% of the company's shares.
D) It is unknown if she could proceed with her plan because Willy's agreement was essential if he owned more than 20% of the company's shares.
E) It is unknown if she could proceed with her plan because Willy's agreement was essential if he owned more than 10% of the company's shares.
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Multiple Choice
A) There is no requirement that the state approve mergers.
B) After reviewing the plan to see that legal requirements are met, the secretary of state issues a certificate to grant approval.
C) The secretary of state must approve mergers so long as corporate entity at issue has sufficient assets.
D) The secretary of state must approve mergers so long as creditors of the corporate entity at issue do not remain unpaid.
E) The secretary of state must approve mergers so long as no more than 10% of either company's shareholders object.
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