ch 40
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ch 40

Course Number: BUS 112, Fall 2008

College/University: Florida Southern College

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Chapter 40 Corporations Merger, Consolidation, and Termination TRUE/FALSE QUESTIONS A1. In a merger, the articles of incorporation of the surviving corporation are deemed not to include any changes that are stated in the articles of merger. ANSWER: F PAGE: 819 TYPE: = NAT: AACSB Analytic AICPA Legal B1. A merger involves the legal combination of two or more corporations, none of which continue to exist. ANSWER:...

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40 Corporations Merger, Chapter Consolidation, and Termination TRUE/FALSE QUESTIONS A1. In a merger, the articles of incorporation of the surviving corporation are deemed not to include any changes that are stated in the articles of merger. Register to View AnswerPAGE: 819 TYPE: = NAT: AACSB Analytic AICPA Legal B1. A merger involves the legal combination of two or more corporations, none of which continue to exist. Register to View AnswerPAGE: 819 TYPE: = NAT: AACSB Analytic AICPA Legal A2. After a merger, the disappearing corporation retains all of its preexisting obligations. Register to View AnswerPAGE: 819 TYPE: = NAT: AACSB Analytic AICPA Legal B2. After a merger, the surviving corporation inherits all of the disappearing corporations preexisting rights. Register to View AnswerPAGE: 819 TYPE: = NAT: AACSB Analytic AICPA Legal 155 156 TEST BANK AUNIT EIGHT: BUSINESS ORGANIZATIONS A3. After a merger, a disappearing corporations preexisting rights disappear. Register to View AnswerPAGE: 819 TYPE: = NAT: AACSB Analytic AICPA Legal B3. After a merger, a surviving corporations shareholders assume personal liability for a disappearing corporations preexisting obligations. Register to View AnswerPAGE: 819 TYPE: = NAT: AACSB Analytic AICPA Legal A4. In a consolidation, the consolidating corporations become subsidiaries of the new corporation. Register to View AnswerPAGE: 821 TYPE: = NAT: AACSB Analytic AICPA Legal B4. A corporation can extend its operations through a consolidation. Register to View AnswerPAGE: 819 TYPE: N NAT: AACSB Analytic AICPA Legal A5. After a consolidation, there are two or more surviving corporations. Register to View AnswerPAGE: 821 TYPE: = NAT: AACSB Analytic AICPA Legal CHAPTER 40: CORPORATIONSMERGER, CONSOLIDATION, & TERMINATION 157 B5. The main difference between a consolidation and a merger is that after a consolidation there are at least two surviving corporations. Register to View AnswerPAGE: 821 TYPE: = NAT: AACSB Analytic AICPA Legal A6. After a consolidation, the new corporation inherits all of the consolidating corporations obligations. Register to View AnswerPAGE: 821 TYPE: = NAT: AACSB Analytic AICPA Legal B6. After a consolidation, the new corporation inherits all of the consolidating corporations rights. Register to View AnswerPAGE: 821 TYPE: = NAT: AACSB Analytic AICPA Legal A7. In a share exchange, neither corporations directors need to approve the exchange. Register to View AnswerPAGE: 822 TYPE: N NAT: AACSB Analytic AICPA Legal B7. In a consolidation, the articles of consolidation become the articles of incorporation for the new corporation. Register to View AnswerPAGE: 821 TYPE: = NAT: AACSB Analytic AICPA Legal A8. A short-form merger can be used whenever a parent owns more than 10 percent of the stock of its subsidiary. Register to View AnswerPAGE: 822 TYPE: = NAT: AACSB Analytic AICPA Legal B8. In a short-form merger, neither corporations shareholders need to approve the merger. Register to View AnswerPAGE: 822 TYPE: N NAT: AACSB Analytic AICPA Legal A9. Shareholder appraisal rights are normally available in sales of sub- stantially all corporate assets not in the ordinary course of business. 158 TEST BANK AUNIT EIGHT: BUSINESS ORGANIZATIONS Register to View AnswerPAGE: 822 TYPE: = NAT: AACSB Analytic AICPA Legal B9. In most cases, merging corporations officers and employees do not need to approve the merger. Register to View AnswerPAGE: 822 TYPE: N NAT: AACSB Analytic AICPA Legal A10. Appraisal rights are often the only recourse for shareholders who object to a parent-subsidiary merger. Register to View AnswerPAGE: 822 TYPE: N NAT: AACSB Analytic AICPA Legal B10. In a merger, only a surviving corporations shareholders are entitled to appraisal rights. Register to View AnswerPAGE: 822 TYPE: = NAT: AACSB Analytic AICPA Legal A11. The fair value of shares under appraisal rights is the mid-point between what a corporation is willing to pay and a shareholder is willing to accept. Register to View AnswerPAGE: 823 TYPE: N NAT: AACSB Analytic AICPA Legal B11. Generally, a corporation must notify its shareholders that appraisal rights are available. Register to View AnswerPAGE: 823 TYPE: N NAT: AACSB Analytic AICPA Legal A12. Shareholder approval is required when a corporation sells all of its assets to another company. Register to View AnswerPAGE: 823 TYPE: = NAT: AACSB Analytic AICPA Legal CHAPTER 40: CORPORATIONSMERGER, CONSOLIDATION, & TERMINATION 159 B12. Under shareholder appraisal rights, the shareholder and the corporation must agree on the shares fair value or a court will determine it. Register to View AnswerPAGE: 823 TYPE: = NAT: AACSB Analytic AICPA Legal A13. Shareholder approval is required when a corporation buys all of the assets of another company. Register to View AnswerPAGE: 823 TYPE: = NAT: AACSB Analytic AICPA Legal B13. Selling all of a corporations assets requires the approval of the state. Register to View AnswerPAGE: 823 TYPE: N NAT: AACSB Analytic AICPA Legal A14. When a sale of assets amounts to what in effect is a consolidation, the acquiring corporation does not inherit the selling corporations liabilities. Register to View AnswerPAGE: 823 TYPE: = NAT: AACSB Analytic AICPA Legal B14. When a sale of assets amounts to what in effect is a merger, the acquiring corporation inherits the selling corporations liabilities. Register to View AnswerPAGE: 823 TYPE: = NAT: AACSB Analytic AICPA Legal A15. The board of directors of a targeted corporation must approve a tender offer before its shareholders can accept it. Register to View AnswerPAGE: 824 TYPE: = NAT: AACSB Analytic AICPA Legal B15. Liability based on the conduct of a selling corporation cannot be imposed on a buying corporation that acquires the sellers assets. Register to View AnswerPAGE: 823 TYPE: = NAT: AACSB Analytic AICPA Legal 160 TEST BANK AUNIT EIGHT: BUSINESS ORGANIZATIONS A16. Due to the potential consequences of a takeover attempt, the business judgment rule does not apply. Register to View AnswerPAGE: 825 TYPE: N NAT: AACSB Analytic AICPA Legal B16. A company may not defend against a takeover attempt by issuing additional stock. Register to View AnswerPAGE: 824 TYPE: N NAT: AACSB Analytic AICPA Legal A17. Only a board of directors can initiate the dissolution of a corporation. Register to View AnswerPAGE: 827 TYPE: N NAT: AACSB Analytic AICPA Legal B17. A self-tender is usually made by shareholders attempting to sell their stock to other shareholders. Register to View AnswerPAGE: 824 TYPE: = NAT: AACSB Analytic AICPA Legal A18. Dissolution is a method by which a corporation can extend its operations. Register to View AnswerPAGE: 827 TYPE: N NAT: AACSB Analytic AICPA Legal B18. To defend against a takeover attempt, a company can promise to give its shareholders the right to buy additional shares at low prices. Register to View AnswerPAGE: 824 TYPE: = NAT: AACSB Reflective AICPA Research A19. A court can dissolve a corporation for mismanagement. Register to View AnswerPAGE: 828 TYPE: N NAT: AACSB Analytic AICPA Legal B19. Once formed, a corporation cannot be dissolved voluntarily. Register to View AnswerPAGE: 827 TYPE: = NAT: AACSB Analytic AICPA Legal CHAPTER 40: CORPORATIONSMERGER, CONSOLIDATION, & TERMINATION 161 A20. Winding up a corporations affairs can only be performed under court supervision. Register to View AnswerPAGE: 830 TYPE: = NAT: AACSB Analytic AICPA Legal 162 TEST BANK AUNIT EIGHT: BUSINESS ORGANIZATIONS B20. Once formed, a corporation cannot be dissolved involuntarily. Register to View AnswerPAGE: 828 TYPE: = NAT: AACSB Analytic AICPA Legal MULTIPLE CHOICE QUESTIONS A1. Like other corporations, Beauty Supplies Corporation can extend its operations through a. a consolidation. b. a dissolution. c. a termination. d. a winding up. Register to View AnswerPAGE: 819 TYPE: N NAT: AACSB Reflective AICPA Legal B1. Like other corporations, Workday Personnel Corporation can expand its operations through a. a liquidation and distribution of its assets. b. an acquisition of a controlling interest in another corporation. c. articles of dissolution filed voluntarily with the state. d. a purchase of raw materials to be converted into finished goods. Register to View AnswerPAGE: 819 TYPE: N NAT: AACSB Reflective AICPA Legal A2. 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 a. Jen. b. Kopper Kettle. c. Luminous. d. no one. Register to View AnswerPAGE: 819 TYPE + NAT: AACSB Reflective AICPA Legal CHAPTER 40: CORPORATIONSMERGER, CONSOLIDATION, & TERMINATION 163 B2. Eagle Financial Corporation merges with First Bank Corporation, with Eagle Financial absorbing First Bank. After the merger a. a different, new corporation is the surviving corporation. b. Eagle Financial and First Bank are both surviving corporations. c. Eagle Financial is the surviving corporation. d. First Bank is the surviving corporation. Register to View AnswerPAGE: 819 TYPE: = NAT: AACSB Reflective AICPA Legal Fact Pattern 40-1A (Questions A3-A5 apply) Cherry Grove Apartments, Inc., merges with Dutch Elm Realty, Inc. Only Dutch Elm remains. A3. Refer to Fact Pattern 40-1A. Cherry Grove owed money to Eager Beaver Repair Service and other creditors. After the merger, Dutch Elm must pay a. all of Cherry Groves debts. b. half of Cherry Groves debts. c. none of Cherry Groves debts. d. only debts that Cherry Grove incurred after a merger was proposed. Register to View AnswerPAGE: 819 TYPE: = NAT: AACSB Reflective AICPA Legal 164 TEST BANK AUNIT EIGHT: BUSINESS ORGANIZATIONS B3. Candy Corporation has a right of action against Dina. Candy merges with Eats, Inc., with Eats absorbing Candy. After the merger, Candys right of action against Dina can be exercised by a. Candy. b. Dina. c. Eats. d. no one. Register to View AnswerPAGE: 819 TYPE: + NAT: AACSB Reflective AICPA Legal Fact Pattern 40-1A (Questions A3-A5 apply) Cherry Grove Apartments, Inc., merges with Dutch Elm Realty, Inc. Only Dutch Elm remains. A4. Refer to Fact Pattern 40-1A. Cherry Grove held rights in certain real property. After the merger, Dutch Elm acquires the rights a. automatically. b. only after completing certain additional statutory procedures. c. only Cherry Groves former shareholders expressly approve. d. only if the acquisition is a specified result of the merger. Register to View AnswerPAGE: 819 TYPE: = NAT: AACSB Reflective AICPA Legal B4. A merger between Frosted Confections, Inc., and Great Brewing Company can be expressed as Frosted Confections + Great Brewing =a. Frosted Confections. b. Hot Coffee Corporation. c. Hot Coffee Corporation + Iced Pastries Corporation. d. Iced Pastries Corporation. Register to View AnswerPAGE: 819 TYPE: N NAT: AACSB Reflective AICPA Legal Fact Pattern 40-1A (Questions A3-A5 apply) Cherry Grove Apartments, Inc., merges with Dutch Elm Realty, Inc. Only Dutch Elm remains. CHAPTER 40: CORPORATIONSMERGER, CONSOLIDATION, & TERMINATION 165 A5. Refer to Fact Pattern 40-1A. The terms of the merger agreement differ from Dutch Elms articles of incorporation. The articles a. are deemed amended to include the differences. b. are replaced by the merger agreement. c. effectively prevent the merger. d. prevail. Register to View AnswerPAGE: 819 TYPE: = NAT: AACSB Reflective AICPA Legal Fact Pattern 40-1B (Questions B5-B7 apply) Shrimp Boat Company decides to consolidate its operations with Trawlers, Inc., to form Unique Fishers Corporation (UFC). B5. Refer to Fact Pattern 40-1B. Trawlers had rights in certain property. After the consolidation, UFC acquires the rights a. automatically. b. only after completing certain additional statutory procedures. c. only if Trawlers former shareholders expressly approve. d. only if the acquisition is a specified result of the consolidation. Register to View AnswerPAGE: 821 TYPE: = NAT: AACSB Reflective AICPA Legal A6. Steel Tool Corporation and Thrifty Hardware Company combine so that all that remains after the papers have been signed is Steel Tool. This is a. a consolidation. b. a merger. c. a purchase of assets. d. a purchase of stock. Register to View AnswerPAGE: 819 TYPE: = NAT: AACSB Reflective AICPA Legal Fact Pattern 40-1B (Questions B5-B7 apply) Shrimp Boat Company decides to consolidate its operations with Trawlers, Inc., to form Unique Fishers Corporation (UFC). B6. Refer to Fact Pattern 40-1B. Trawlers owed money to View Harbor Storage and other creditors. After the consolidation, UFC must pay 166 TEST BANK AUNIT EIGHT: BUSINESS ORGANIZATIONS a. all of Trawlers debts. b. half of Trawlers debts. c. none of Trawlers debts. d. only debts that Trawlers incurred after consolidation was proposed. Register to View AnswerPAGE: 821 TYPE: = NAT: AACSB Reflective AICPA Legal Fact Patter 40-2A (Questions A7CA9 apply) Petro Corporation combines its assets debts and with those of Quality Refining Company to form Royal Oil, Inc. A7. Refer to Fact Pattern 40-2A. The formation of Royal Oil is a. a consolidation. b. a dissolution. c. a liquidation. d. a merger. Register to View AnswerPAGE: 821 TYPE: = NAT: AACSB Reflective AICPA Legal Fact Pattern 40-1B (Questions B5-B7 apply) Shrimp Boat Company decides to consolidate its operations with Trawlers, Inc., to form Unique Fishers Corporation (UFC). B7. Refer to Fact Pattern 40-1B. The terms of the consolidation agreement differ from Shrimp Boats articles of incorporation. The articles a. are replaced by Trawlers articles of incorporation. b. are replaced by the consolidation agreement. c. effectively prevent the consolidation. d. prevail. Register to View AnswerPAGE: 821 TYPE: = NAT: AACSB Reflective AICPA Legal Fact Patter 40-2A (Questions A7CA9 apply) Petro Corporation combines its assets and debts with those of Quality Refining Company to form Royal Oil, Inc. CHAPTER 40: CORPORATIONSMERGER, CONSOLIDATION, & TERMINATION 167 A8. Refer to Fact Pattern 40-2A. Royal Oil acquires a. all of Petros and Qualitys assets. b. half of Petros and Qualitys assets. c. none of Petros and Qualitys assets. d. only assets that Petro and Quality acquired after a combination was proposed. Register to View AnswerPAGE: 821 TYPE: = NAT: AACSB Reflective AICPA Legal B8. Office Company and Kappa Company wish to combine all assets, stock, and personnel into a new firm to be called OK Corporation. This is a. a consolidation. b. a merger. c. an exchange of assets. d. a takeover. Register to View AnswerPAGE: 821 TYPE: = NAT: AACSB Reflective AICPA Legal Fact Patter 40-2A (Questions A7CA9 apply) Petro Corporation combines its assets and debts with those of Quality Refining Company to form Royal Oil, Inc. A9. Refer to Fact Pattern 40-2A. Royal Oil assumes a. all of Petros and Qualitys assets. b. half of Petros and Qualitys assets. c. none of Petros and Qualitys assets. d. only debts that Petro and Quality incurred after a combination was proposed. Register to View AnswerPAGE: 821 TYPE: = NAT: AACSB Reflective AICPA Legal B9. Realty Credit Company and Second Mortgage Corporation plan to consolidate. Most likely, the articles of consolidation will be filed with a. the county recording office. b. the Securities and Exchange Commission. c. the states secretary of state. 168 TEST BANK AUNIT EIGHT: BUSINESS ORGANIZATIONS d. the U.S. Department of Justice. Register to View AnswerPAGE: 821 TYPE: = NAT: AACSB Reflective AICPA Legal A10. Vacation Destination, Inc., and Wonder Resort Corporation plan to merge. Most likely, the articles of merger will be filed with a. the county recording office. b. the Securities and Exchange Commission. c. the states secretary of state. d. the U.S. Department of Justice. Register to View AnswerPAGE: 822 TYPE: = NAT: AACSB Reflective AICPA Legal B10. Mall Stores Corporation owns 95 percent of the shares of Niche Retail Corporation. Through a certain transaction, Mall Stores combines with Niche Retail, but only Mall Stores continues to exist. This is a. a consolidation. b. a share exchange. c. a short-form merger. d. a termination. Register to View AnswerPAGE: 822 TYPE: N NAT: AACSB Reflective AICPA Legal A11. Through a certain transaction, Corporate Properties, Inc., acquires all of the shares of Downtown Realty Corporation for some of Corporate Propertiess shares. Both Corporate Properties and Downtown Realty continue to exist. This is a. a consolidation. b. a share exchange. c. a short-form merger. d. a termination. Register to View AnswerPAGE: 822 TYPE: N NAT: AACSB Reflective AICPA Legal CHAPTER 40: CORPORATIONSMERGER, CONSOLIDATION, & TERMINATION 169 B11. Pink Boutique Company and Purple Kiosk Company decide to consolidate. This corporate combination does not require the approval of a. Pink and Purples directors. b. Pink and Purples officers and employees. c. Pinks shareholders. d. Purples shareholders. Register to View AnswerPAGE: 822 TYPE: N NAT: AACSB Reflective AICPA Legal A12. Precise Device Corporation and Quality Instruments, Inc., decide to merge. This corporate combination does not require the approval of a. Precise and Qualitys directors. b. Precise and Qualitys officers and employees. c. Precises shareholders. d. Qualitys shareholders. Register to View AnswerPAGE: 822 TYPE: N NAT: AACSB Reflective AICPA Legal B12. Raven is a shareholder of Quantum Mechanics Corporation. Raven could normally exercise appraisal rights if Quantum participated in a. a consolidation. b. a dissolution. c. a takeover. d. a winding up. Register to View AnswerPAGE: 822 TYPE: N NAT: AACSB Reflective AICPA Legal A13. 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, Xaviers exclusive remedy is to a. exercise an appraisal right. b. file a suit to delay the process. c. refuse to agree to the deal, which cannot then proceed. d. urge other shareholders to insist on a higher price. 170 TEST BANK AUNIT EIGHT: BUSINESS ORGANIZATIONS Register to View AnswerPAGE: 822 TYPE: N NAT: AACSB Reflective AICPA Legal B13. Java Corporation wants to purchase all of the assets of Kaffee Corporation. Loni is a Kaffee shareholder. The approval of Loni and other Kaffee shareholders is necessary a. in all circumstances. b. in no circumstances. c. only if Kaffee will be paid with unauthorized, unissued stock. d. only if Java assumes Kaffees liabilities as part of the deal. Register to View AnswerPAGE: 823 TYPE: N NAT: AACSB Reflective AICPA Legal A14. 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 a. in all circumstances. b. in no circumstances. c. only if Firelite plans to pay with unauthorized, unissued stock. d. only if the purchase extends Firelites control over more assets. Register to View AnswerPAGE: 823 TYPE: N NAT: AACSB Reflective AICPA Legal B14. Giant Lift Corporation purchases all of the assets of Heavy Hydraulics Corporation. With respect to Heavy Hydraulicss liabilities, Giant Lift is a. automatically responsible. b. not responsible under any circumstances. c. responsible if Heavy Hydraulics is a competitor of Giant Lift. d. responsible if the sale is actually a merger or consolidation. Register to View AnswerPAGE: 823 TYPE: N NAT: AACSB Reflective AICPA Legal A15. Ewa is a shareholder of Fresh Produce, Inc., whose management is considering a tender offer by Green Grocery Stores Corporation. Eve elects to exercise her appraisal rights. In some jurisdictions, now Eve can CHAPTER 40: CORPORATIONSMERGER, CONSOLIDATION, & TERMINATION 171 a. not participate in shareholder votes but can receive dividends. b. not participate in shareholder votes or receive dividends. c. not receive dividends but can participate in shareholder votes. d. still participate in shareholder votes and receive dividends. Register to View AnswerPAGE: 823 172 TEST BANK AUNIT EIGHT: BUSINESS ORGANIZATIONS B15. Motor Parts Corporation offers to buy the stock of NASCAR Products Corporation (NPC). NPCs 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 a. apply the business judgment rule to analyze the directors acts. b. dismiss the suit as a non-judicial dispute over fair value. c. evaluate the terms of the deal on the basis of antitrust law. d. order the shareholders to be paid a premium for their stock. Register to View AnswerPAGE: 823 TYPE: N NAT: AACSB Reflective AICPA Legal A16. Unified Industries, Inc., increases its holdings, making tender offers in many states. These offers are subject to a. federal securities regulations only. b. in all states, state securities regulations only. c. in certain states, only state securities regulations. d. in most states, state and federal securities regulations. Register to View AnswerPAGE: 824 TYPE: = NAT: AACSB Reflective AICPA Legal B16. Nina is a dissenting shareholder of Olive Oil Company whose management is considering a tender offer by Pure Foods, Inc. Nina and Olive Oil cannot agree on the fair value of the stock. The value will be determined by a. a court. b. Nina. c. Olive Oil. d. Pure Foods. Register to View AnswerPAGE: 823 TYPE: + NAT: AACSB Reflective AICPA Legal A17. The term for the legal death of the artificial person of Equity Investments, Inc., or any other corporation, is a. consolidation. b. dissolution. c. merger. CHAPTER 40: CORPORATIONSMERGER, CONSOLIDATION, & TERMINATION 173 d. winding up. Register to View AnswerPAGE: 827 TYPE: N NAT: AACSB Reflective AICPA Legal B17. Salt Corporation wants to acquire or merge with Pepper Corporation. The board and the shareholders of Pepper are resisting. Salt should a. file a plan of merger with the secretary of state. b. file an article of merger with Pepper. c. make a tender offer to the shareholders of Pepper. d. make a tender offer to the shareholders of Salt. Register to View AnswerPAGE: 824 TYPE: = NAT: AACSB Reflective AICPA Legal A18. Standard Business Corporation can be compelled to dissolve by a. its creditors only. b. itself, through its shareholders and directors, only. c. itself, through its shareholders and directors, or the state. d. the state only. Register to View AnswerPAGE: 827 TYPE: = NAT: AACSB Reflective AICPA Legal B18. 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. a buyout notice. b. a golden parachute. c. an acquisition call. d. a tender offer. Register to View AnswerPAGE: 824 TYPE: = NAT: AACSB Reflective AICPA Legal Fact Pattern 40-3A (Questions A19-A20 apply) Atlantic Corporations articles of incorporation prohibit a sale of its assets without a vote of the board of directors. Atlantics officers sell some assets to Pacific Company without notice to the board. The officers also fail to pay Atlantics taxes on time, and some Atlantic funds are not accounted for. 174 TEST BANK AUNIT EIGHT: BUSINESS ORGANIZATIONS A19. Refer to Fact Pattern 40-3A. The appropriate remedy is most likely a. a sale of the rest of Atlantics assets to its directors and shareholders. b. Atlantics consolidation or merger with Pacific. c. Atlantics dissolution. d. payment of damages to Atlantics officers. Register to View AnswerPAGE: 828 TYPE: = NAT: AACSB Reflective AICPA Legal CHAPTER 40: CORPORATIONSMERGER, CONSOLIDATION, & TERMINATION 175 Fact Pattern 40-2B (Questions B19CB20 apply) Mega Corporation wants to gain control of MiniCo, Inc. The companies negotiate for several months, without coming to terms. Mega decides to pursue a takeover attempt. MiniCo decides to resist. B19. Refer to Fact Pattern 40-2B. MiniCo issues shares that its shareholders can exchange for cash if a takeover is successful, intending to make Megas takeover attempt too expensive. This is a a. crown jewel defense. b. Pac-Man defense. c. poison pill defense. d. white knight defense. Register to View AnswerPAGE: 824 TYPE: = NAT: AACSB Reflective AICPA Research Fact Pattern 40-3A (Questions A19-A20 apply) Atlantic Corporations articles of incorporation prohibit a sale of its assets without a vote of the board of directors. Atlantics officers sell some assets to Pacific Company without notice to the board. The officers also fail to pay Atlantics taxes on time, and some Atlantic funds are not accounted for. A20. Refer to Fact Pattern 40-3A. With respect to Atlantics shareholders, this conduct is most likely a. not oppressive because it is undertaken by Atlantics officers. b. oppressive because Atlantics directors may be personally liable. c. oppressive because Atlantics shareholders may be personally liable. d. oppressive because it departs from the standards of fair dealing. Register to View AnswerPAGE: 828 TYPE: = NAT: AACSB Reflective AICPA Legal Fact Pattern 40-2B (Questions B19CB20 apply) Mega Corporation wants to gain control of MiniCo, Inc. The companies negotiate for several months, without coming to terms. Mega decides to pursue a takeover attempt. MiniCo decides to resist. 176 TEST BANK AUNIT EIGHT: BUSINESS ORGANIZATIONS B20. Refer to Fact Pattern 40-2B. MiniCo solicits a merger with NuNation Corporation, a third party, which makes a better offer to MiniCos shareholders. NuNation is a a. crown jewel. b. Pac-Man. c. poison pill. d. white knight. Register to View AnswerPAGE: 825

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Case 3: The Body Shops Reputation is Tarnished How has The Body Shop continued to address the four components of corporate social responsibility? The Body Shop has struggled with its economic responsibilities. The company needs to keep its economic succes
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Case 4: The Body Shop International PLC (1998-2007) Has Anita Roddick betrayed her own philosophy about advertising by beginning to advertise in U.S. markets? Does this decision have ethical i mplications? Or, is it just a business decision? Anita Roddick
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Case 5: HP: The Pretexting Predicament 1. What are the ethical issues in this case? The ethical issues in this case are two-fold. First, board member, George Keyworth acted unethically when he leaked private company information to the press. Further, one
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Case 39: Dead Peasant Life Insurance1.What are the major ethical issues involved in this case? Is it ethical for an employer to benefit from the death of an employee if they took out and paid for the policy?It seems that the primary ethical issue relat
Florida Southern College - BUS - 352
Case 40: The Case of the Fired Waitress What are the ethical issues in this case from an employees point of view? From managements point of view? From a consumers point of view? Management must consider whether or not they are justified in terminating a 1
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Philosophy, Requirements, and Proced ures13Name cHE 1 34Course YearSection/SubsectionStony Brook University Department of ChemistryGene ra I Chem istry La boratory Safety Ag reementPlease read this safety agreement carefully, sign the agreement, da
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