fundamental corporate changes

Question 1

characteristics of fundamental corporate change

Answer 1

merger, consolidation, share exchange, dissolution

fundamental amendment of articles, sale of substantially all assets

Question 2

procedural steps of fundamental corporate change

Answer 2

resolution by board at valid meeting

notice of special meeting 25-60 days in advance

approval by more than 2/3 of all shares entitled to vote

possibility of dissenting shareholder rights of appraisal for merger, consolidation, share exchange, and selling assets

Question 3

dissenting shareholder right of appraisal

Answer 3

right of shareholder to force corp to buy shares att fair value. perfect right by filing written notice of objection and intent to demand payment, abstain or vote against proposed change, and make timely written demand after vote