1.What is the difference between a consolidation and a merger? 2. What is the final relationship between two corporations that were parties to a

1.What is the difference between a consolidation and a merger?

2. What is the final relationship between two corporations that were parties to a share exchange?

3. What is a “surviving” corporation in a merger transaction?

4. What general rights does a dissenting shareholder have?

5. What are the main purposes of the federal antitrust laws?

6. Do all mergers and acquisitions require shareholder approval? Give examples.

7. If the sole shareholder of Diane’s Auto Parts, Inc., which holds the stock of 95 percent of the D.G. Auto Parts Corporation, decides to merge the two corporations together, with Diane’s Auto Parts, Inc., being the surviving corporation, what type of merger would it be? Why are the requirements for shareholder approval different for this type of merger? Why are approval requirements different for upstream mergers?

8. What is a letter of intent?

9. What constitutes due diligence work?

10. Suppose that the shareholders of Kate’s Household Products, Inc., are interested in acquiring one of their biggest suppliers, Nixon Chemical Corporation, but they are concerned about past problems that Nixon Chemical has had with toxic waste disposal. What type of acquisition might be the most beneficial to Kate’s Household Products, Inc.?

11. What are some possible disadvantages of acquiring an auto dealer, or a corporation that owns several pieces of real estate, through an asset acquisition rather than a stock acquisition transaction?

CHAPTER 13

1.Assume that Quality Liquor Company has its main office in your home state, where it transacts the majority of its wholesale liquor business. Recently, Quality Liquor has been taking orders from a neighboring state. It has begun sending its salespeople into the state in an attempt to increase its business. Assuming that the neighboring state follows the Model Business Corporation Act, does Quality Liquor need to qualify as a foreign corporation in that state? What if Quality Liquor were to set up a branch office in the neighboring state?

2. What are “door-closing” statutes as they relate to foreign corporations?

3. Explain why a corporation that is qualified in a foreign state may not be able to transact all of the same business in the foreign state that it is authorized to transact in its state of domicile.

4. Assume that it is your responsibility to qualify your corporate client, Alex Enterprises, in a foreign state that has adopted the Model Business Corporation Act. Will there be a problem getting a certificate of authority issued under the name “Alex Enterprises”? What are the possible solutions to this problem?

5. What is a fictitious name, and why is it used?

6. What is the purpose of a registered agent in a foreign state?

7. What are the possible consequences of neglecting to file an annual registration statement for a foreign corporation?

8. Why do many states require that the registered office address used in their state not be a post office box?

9. In states that follow the Model Business Corporation Act, what steps must be taken when the corporation amends its articles of incorporation to change its authorized shares of stock?

10. Under what circumstances might it be beneficial for a corporation to register its name in a foreign state?

CHAPTER 14

1. Suppose that Ann, Bob, and Christie are all incorporators of the ABC Corporation. Don and Elaine are elected directors, and all five are to become shareholders of the new corporation. Before shares of stock are actually issued, the five investors decide to form a limited liability company instead. Bob has taken on responsibility for dissolving the corporation. Who must approve the dissolution? What if shares of stock had been issued?

2. What are the duties of the individual or individuals who are responsible for winding up the affairs of a dissolving corporation?

3. In states following the MBCA, what documentation must be filed with the secretary of state to dissolve the corporation?

4. Does the corporate existence dissolve upon the filing of the articles of dissolution in states following the MBCA? If not, for what purpose(s) is the corporate existence extended?

5. Under the MBCA, what notice of liquidation must be given to the creditors of a corporation?

6. What possible recourse does a minority shareholder have when the corporate management is deadlocked?

7. To what extent may the shareholders of a dissolved corporation be held liable for the debts of the corporation incurred prior to dissolution?

8. Suppose that the ABC Corporation is administratively dissolved on January 1, 2012, for failure to file annual reports in compliance with the statutes of its state of domicile. On June 30, 2012, the ABC Corporation eliminates the grounds for its dissolution to the satisfaction of the secretary of state and becomes reinstated. Could the shareholders of the ABC Corporation be held personally liable for obligations incurred on behalf of the corporation on March 15, 2012, on the grounds that the corporation did not legally exist?

9. In a state following the MBCA, can a creditor of a dissolved corporation who has received proper notice collect on that claim six months after the notice was received?

10. Name three grounds for administrative dissolution in states following the MBCA.

CHAPTER 15

1. How can an employer be certain that an employee benefit plan will be considered a qualified plan by the IRS?

2. When is an employee’s contribution to a plan considered to be fully vested?

3. What are integrated plans?

4. What unique benefit does an ESOP offer to the employer?

5. If Andrews Electronics wants to adopt an employee benefit plan that will pay its employees a specific amount upon their retirement, what type of plan would the company most likely want to adopt?

6. The owners of Gabrielle Foods, Inc. would like to adopt an employee benefit plan that would encourage their employees to savemoney for retirement. They are willing to pay up to a certain amount per employee, per year, provided that the employee invests an equal amount of his or her pretax income. What type of plan might the owners of Gabrielle Foods, Inc. adopt?

7. What is employment “at will”?

8. May the employee’s actions be restricted even after termination of employment?

9. Why were covenants not to compete void under the common law of England? What is the modern view toward covenants not to compete?

10. If an employment agreement remains silent on the issue, is the employer necessarily entitled to all inventions of the employee while the employee is working for the employer?

1. Merger is a contractual combination of two companies where one corporation acquiresthe assets and liabilities of the other corporation. The less important company loses itsidentity and becomes…







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