CORPORATIONS—Merger, Consolidation, and Termination

What is the primary legal outcome of a corporate merger?

In a corporate consolidation, what happens to the original corporations involved?

What is the minimum ownership percentage a parent corporation must hold in a subsidiary to be eligible for a short-form merger procedure under RMBCA 11.04?

What is a shareholder's appraisal right?

Under what circumstances is a corporation that purchases the assets of another corporation generally NOT responsible for the liabilities of the selling corporation?

A public offer to buy shares of stock from a target corporation's shareholders at a price higher than the market price is known as a:

Which takeover defense involves a target company soliciting a merger with a friendly third party, known as a 'white knight'?

What are the two distinct phases of corporate termination?

What is the primary difference between a share exchange and a merger?

According to the text, when can a court dissolve a corporation involuntarily?

What is the purpose of a 'poison pill' defense in a corporate takeover context?

In a voluntary dissolution, what is the minimum period a corporation must establish for creditors to submit their claims after the date of dissolution, according to RMBCA 14.06?

What is the legal status of a 'disappearing corporation' after a merger is complete?

Which takeover defense is named after a video game and involves the target company attempting its own takeover of the acquiring corporation?

What is the primary role of a 'receiver' in a corporate termination?

According to the text, when can a state's attorney general bring an action to dissolve a corporation?

What is a 'golden parachute' in the context of a corporate takeover?

In the case of Rodriguez v. Tech Credit Union Corp., how did the court determine that Tech Credit Union was responsible for LTV Steel's liabilities?

What is the primary purpose of a 'crown jewel' takeover defense?

In the case of Parent v. Amity Autoworld, Ltd., why was the sole shareholder, John Staluppi, Jr., potentially held liable for the corporation's debts?

What is the typical first step in the procedure for a merger, consolidation, or share exchange according to the RMBCA?

Under what conditions is shareholder approval NOT required for a merger?

What is the takeover defense known as 'greenmail'?

When a corporation purchases the assets of another, what is the general rule regarding the seller's liabilities?

What is the term for the process of collecting, liquidating, and distributing corporate assets after dissolution?

Which of the following is a recognized exception that would make an acquiring corporation in an asset purchase liable for the seller's debts?

What is a self-tender in the context of a takeover attempt?

In the case Sartori v. S & S Trucking, Inc., the court ordered dissolution based on what grounds?

Who is responsible for managing a corporation's assets during a voluntary dissolution?

What is the primary legal consequence for the surviving corporation in a merger regarding the disappearing corporation's debts and obligations?

What is the key difference between a tender offer and other methods of stock purchase?

What must directors who are resisting a hostile takeover show to be protected by the business judgment rule?

Which of these events would be considered an 'extraordinary business matter' requiring shareholder approval?

What is the legal remedy for a shareholder who disapproves of a merger but is outvoted by other shareholders?

How does a 'share exchange' typically affect the legal existence of the involved corporations?

What is the difference between voluntary and involuntary dissolution?

If a corporation is dissolved without proper notice to a creditor, who may be held liable for the claim?

According to the 2007 figures provided for Section 8 of the Clayton Act, a person cannot serve as a director for two competing corporations if either has competitive sales of what amount or more?

What does a target company's board of directors typically do in response to a tender offer it views as favorable?

What two main legal options does a shareholder have if the board of directors fails to bring a lawsuit against a third party that has harmed the corporation?

What is the defining characteristic of a 'target corporation'?

Which of these is NOT a required step in the procedure for a merger under the RMBCA?

When a dissenting shareholder exercises their appraisal rights, the 'fair value' of their shares is normally determined as of what date?

What happens to a disappearing corporation's preexisting legal rights, such as a right of action against a third party, after a merger?

In two-thirds of the states, according to some state statutes, what percentage of outstanding shares of voting stock is required to approve a merger?

Who is responsible for paying for the cleanup of navigable waters after an oil spill under the Oil Pollution Act of 1990?

What is the primary function of the federal agencies, the DOJ and the FTC, in the context of corporate mergers?

Which of these is NOT a ground for involuntary dissolution of a corporation by a court under the RMBCA?

In the process of winding up, who has first priority in the distribution of the corporation's liquidated assets?

What is a key reason that true corporate consolidations have become less common among for-profit corporations?