Change in Corporate Structure

Question 1

what is the general procedure for fundamental change in corporate structure?

Answer 1

(1) Board adopts a resolution
(2) written notice is given to the shareholders
(3) shareholders approve the changes and
(4) changes in the form of articles are filed with the state

Question 2

Approval of merger by shareholders of the surviving corporation not required when? (3)

Answer 2

(1) articles of the surviving corp will not differ from articles before merger
(2) each shareholder of the survivor whose shares were outstanding immediately prior to the merger will hold the same number of shares, with identical preferences, limitations, and rights and
(3) voting power of shares issued as a result of merger will compromise no more than 20% of voting power surviving corp shares

Question 3

Short Form Merger of Subsidiary

Answer 3

Parent corporation owning at least 90% of the outstanding shares of the subsidiary corp may merge the subsiduary without approval of shareholders and board of the sub

Question 4

Voluntary Dissolution of Corporation by Incorporators or Initial Directors

Answer 4

If shares have not yet been issued or business has not yet commenced a majority of incorporators or initial directors may dissolve the corporation by delivering articles of dissolution to the state

Question 5

what is the effect of dissolution on the corporation?

Answer 5

a dissolved corporation continues its corporate existence but is not allowed to carry on any business except that which is appropriate to wind up and liquidate

Question 6

claims against dissolved corporation?

Answer 6

yes claims can be brought by shareholder seeking pro rata share of distribution

corp. can cut short claims in writing of the dissolution and giving notice of deadline of not less than 120 days but not more than three years

Question 7

who can bring about judicial dissolution of corporation? (3)

Answer 7

(1) attorney general
(2) shareholders
(3) creditors

Question 8

Judicial dissolution of corporation by Attorney General

Answer 8

grounds:

corporation fraudulently obtained its articles or corporation is exceeding or abusing its authority

Question 9

Judicial dissolution of corporation by shareholders

Answer 9

grounds:

(1) directors are deadlocked in management, shareholders are unable to break it, and irreparable injury is threated
(2) directors have acted or will act in a manner that is illegal, oppressive, or fraudulent
(3) shareholders are deadlocked in voting power and have failed to elect one or more directors for a period that includes at least two consecutive meetings
(4) corporate assets are being wasted, misapplied, diverted for not corporate purposes
(5) corporation abandoned business and failed to dissolve in reasonable time

Question 10

Judicial dissolution of corporation by creditors

Answer 10

grounds:

(1) claim has been reduced to judgment, execution of judgment has been unsatisfied, and corporation is insolvent or
(2) corporation has admitted in writing the claim is due and owing and corporation is insolvent