All flashcards
99 cards
1Who may amend a corporation’s articles of incorporation before the corporation first issues shares?
2After a corporation first issues shares, do most amendments to the articles of incorporation require approval by both the board of directors and th...
3May some amendments to the corporation’s articles of incorporation be adopted by the board of directors without shareholder approval?
4Under the Model Business Corporation Act (MBCA), what general procedure is required to amend the articles of incorporation if shareholder approval ...
5In general, may an amendment to a corporation’s articles of incorporation add, change, or delete portions of the articles?
6After a corporation amends its articles of incorporation, must it file articles of amendment with the secretary of state?
7In general, may a corporation’s articles of incorporation be amended to carry out a court-ordered reorganization without any action by the sharehol...
8In general, may a corporation’s bylaws be amended or repealed by either the shareholders or the board of directors?
9As a corporation grew, the corporation’s board of directors decided to drop the state name at the end of the corporation’s name to make the corpora...
10May a limited liability company (LLC) amend its certificate of organization at any time?
11In general, may the terms of an LLC’s operating agreement specify the manner in which the operating agreement is to be amended?
12If the terms of an LLC’s operating agreement do not specify the manner in which the agreement may be amended, what are the default rules for amendm...
13Under the ULLCA, may an LLC’s operating agreement condition any amendment on the approval of a non-party to the agreement, or on the satisfaction o...
14In the context of corporations and LLCs, what is a merger?
15What is the effect of a merger on the property, contract rights, and liabilities of the acquired entity?
16What is the effect of a merger on the shares or interests in the acquired entity?
17The board of directors of a national manufacturer acquired a competitor. As part of the acquisition, the national manufacturer and the competitor e...
18What is a plan of merger?
19In general, must a corporation’s plan of merger be approved by the boards of directors and the shareholders of both parties?
20In general, must an LLC’s plan of merger be approved by all members?
21What is the general procedure for a corporation to obtain shareholder approval of a plan of merger?
22In general, may a party abandon a plan of merger at any time before the merger becomes effective?
23What are articles of merger?
24What is the relationship between a subsidiary corporation and a parent corporation?
25Under the MBCA, under what conditions may a subsidiary merge with either its parent corporation or with another subsidiary?
26What are shareholder dissent and appraisal rights in the context of a corporate merger?
27What is the general procedure for a shareholder to assert appraisal rights?
28In the context of a merger or similar transaction, do the members of an LLC generally have appraisal rights?
29What is the de facto merger doctrine?
30Two corporations entered an agreement in which the first corporation agreed to take on the second corporation’s assets, liabilities, and name. In e...
31What is a corporate takeover?
32What is the name of a takeover approach in which a prospective buyer tries to gain control of a corporation by making a public offer to buy shares ...
33In the context of corporations, what is a consolidation?
34In general, must a consolidation be approved by the boards of directors and the shareholders of the parties?
35What is the effect of a consolidation on the property, contract rights, and liabilities of the parties?
36What is the effect of a consolidation on the shares of the acquired entity?
37In general, is shareholder approval required for a corporation to sell or otherwise dispose of some or all of its assets in the usual course of bus...
38In general, is shareholder approval required for a corporation to sell or otherwise dispose of its assets outside the usual course of business, and...
39What is a recapitalization of a corporation?
40If a corporation’s recapitalization involves the issuance of more shares than authorized by the articles of incorporation, must the articles of inc...
41Does a recapitalization involving the issuance of different types of shares than those authorized by the articles of incorporation require a corpor...
42If authorized by the articles of incorporation, may the board of directors either classify or reclassify unissued shares under terms set by the board?
43What is a share exchange?
44What is a share-exchange plan?
45In general, must a corporate share-exchange plan be approved by the board of directors and the shareholders of both parties?
46Must an LLC’s plan of interest exchange be approved by all of the LLC’s voting members if the LLC is the acquired entity?
47In general, may a party abandon a plan of share exchange or interest exchange at any time before the merger becomes effective?
48What are articles of share exchange?
49Under the MBCA, do corporate shareholders have rights of dissent and appraisal in the context of a share exchange?
50What is the dissolution of a corporation?
51Does dissolution transfer title to a corporation’s property?
52Does dissolution prevent transfer of the corporation’s shares or other securities?
53Does dissolution change the standards of conduct required of the corporation’s directors and officers?
54Does dissolution change a corporation’s procedural requirements for voting, selection of its officers and directors, or amendment of its bylaws?
55Does dissolution prevent the filing of legal proceedings against the corporation, or suspend any pending legal proceedings?
56Does dissolution terminate the authority of a corporation’s registered agent?
57What is a voluntary dissolution?
58Is a corporation authorized to carry out any tasks after it is dissolved?
59If a corporation has not issued shares, or has not commenced doing business, may the corporation be dissolved by a majority of the incorporators or...
60May a corporation be voluntarily dissolved by agreement of the board of directors and the shareholders?
61Must all shareholders approve a corporation’s voluntary dissolution?
62What are articles of dissolution?
63May a corporation revoke a voluntary dissolution?
64A corporation was involved in complicated patent-infringement litigation with a competitor, and a loss would mean the end of the corporation. The c...
65What is an administrative dissolution of a corporation?
66For what reasons may a state’s secretary of state administratively dissolve a corporation?
67What is a judicial dissolution of a corporation?
68Under what circumstances may a state’s attorney general seek judicial dissolution of a corporation?
69Under what circumstances may a shareholder seek judicial dissolution of a corporation?
70There were six directors on a corporation’s board. The board had splintered into two factions of three directors each, and the two factions voted a...
71May a creditor seek the judicial dissolution of a corporation?
72An investor agreed to lend a distressed corporation $50,000 on an unsecured basis. The corporation agreed to repay the money within 90 days. Unfort...
73Under what circumstances may a corporation seek its own judicial dissolution?
74What parties are authorized to seek judicial dissolution of a corporation?
75In general, must a corporation’s shareholders be made parties to a suit for judicial dissolution?
76What general forms of relief may the court provide in a judicial dissolution?
77What are the three types of corporate dissolution?
78If a corporation is dissolving, what must the corporation do to properly address known, unpaid claims against it?
79A corporation’s board of directors and shareholders voted to dissolve the corporation. The corporation sent a dissolution notice to all known credi...
80A corporation’s board of directors and shareholders voted to dissolve the corporation. The corporation sent a dissolution notice to all known credi...
81If a corporation is dissolving, what must the corporation do to properly address possible unknown claims against it?
82A corporation’s board of directors voted to dissolve the corporation. The corporation anticipated that many currently unknown claims would be made ...
83May the shareholders of a dissolving corporation be held personally liable for payment of known and unknown claims against the corporation?
84May the directors of a dissolving corporation be held personally liable to the corporation if they do not make a reasonable provision for the payme...
85In a corporate dissolution, may the board of directors distribute corporate assets to shareholders before paying or providing for claims against th...
86A corporation had $100,000 in its bank account and no other assets. The corporation faced $90,000 in unpaid creditor claims. The corporation initia...
87A board of directors and the shareholders voted to dissolve a corporation that had manufactured trampolines. Based on historical data, the board of...
88What procedure may a dissolving corporation follow to insulate its directors and shareholders from personal liability for unknown claims?
89The board of directors and shareholders of a corporation voted to dissolve the corporation. The directors were having difficulty effectively estima...
90In general, what events will cause the dissolution of an LLC?
91May an LLC carry on any activities after dissolution?
92May an LLC rescind its dissolution?
93May an LLC seek reinstatement after an administrative dissolution?
94If an LLC is dissolving, what must it do to properly address known, unpaid claims against it?
95Several friends formed an LLC and decided to run the company together. The LLC experienced several setbacks and was forced to dissolve. The LLC sen...
96If an LLC is dissolving, what notice must the LLC give to properly address possible unknown claims against it?
97Several friends formed an LLC and decided to run the company together. The LLC experienced several setbacks and was forced to dissolve. The LLC had...
98Several friends formed an LLC and decided to run it together. Unfortunately, the LLC experienced several setbacks and was forced to dissolve. The L...
99What procedure may a dissolving LLC follow to insulate its members and transferees from personal liability for unknown claims?
All flashcards
99 cards