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Question 1

Sec 14 1934

Answer 1

Ensures that shareholders of a corporation whose securities are registered under S.E.A. receive a proxy statement prior to shareholder meetings, annual or special. Shareholders may also send their own proxy statements under specific conditions.

Question 2

Insolvency of Corporation

Answer 2

Corporation liabilities exceed the value of its assets, and its debts fall unpaid.

Question 3

Redemption of Shares

Answer 3

Corporation acquires outstanding shares pursuant to provision in Articles.

Question 4

Merger

Answer 4

The transfer of all assets of the ACQUIRED corporation to the ACQUIRING corporation, under operation of law.

Question 5

Triangular Merger

Answer 5

Merger in which a subsidiary of the acquiring corporation is created specifically for the merger transaction.

Question 6

Direct Suit

Answer 6

Suit brought by an individual shareholder for harm done directly to him.

Question 7

Derivative Suit

Answer 7

Suit brought by a shareholder on behalf of the corporation.

Question 8

Deadlock

Answer 8

Arises when the controlling parties of a corporation are in irreconcilable conflict.

Question 9

Tender Offer

Answer 9

Public offer to buy a minimum number of shares from a corporations shareholders at a premium price over market.

Question 10

Public Exchange Offer

Answer 10

Aggressor corporation seeks to gain control over target corporation by offering exchange package of its securities for target corporations voting shares.

Question 11

Limited Liability Company

Answer 11

Hybrid business that combines the limited liability of a corporations with the tax benefits of a partnership.