fundamental corporate changes

Question 2

types of fundemental changes

Answer 2

1. amending the articles
2. merging or consolidating into another company
3. transferring substantially all assets
4. converting to another form of business
5. dissolving

Question 3

requirements for fundamental corporate changes

Answer 3

1. board action adopting it
2. board submits the rporposal to the shareholders with written notice
3. shareholder approval - if they don’t approve then can force the corporation to buy their stock for FMV

plus usually need to deliver doc to the secratary of state

Question 4

when does shareholder right of apprisal come in

Answer 4

applies to
1. merging or consolidating
2. transferring substantially all assets
3. stock being acquired in a share exchange
4. converting to another form of business

only for close business - not listed on exhange because they can just sell shares

Question 6

requirements to get appraisal

Answer 6

1. notice of meeting where action is taken
2. file written notice of objection and intent to demand payment
3. shareholdr must abstain or vote against
4. if approved corp needs to notify within 10 days
5. shareholder must make written demand
6. pay dissents fmv + interest

Question 7

merger v consolidation

Answer 7

merger: blending of one or more coporations into another and the latter corproation survices
consolidation: two corporations combinding to form a new entity

Question 8

approval for a merger is not required if

Answer 8

1. articles survive merge
2. shareholder of survivor who shares were outstanding imemediately prior to merger will hold same value
3. voting power of shares issued will comprise no more than 20%

also not required for a short form merger which is where there are at least 90% outstanding shres owned by the subsidiary corp

Question 9

dissolution

Answer 9

1. by incorporators or initital directors: allowed if shares haven’t been issued
2. by corporate act

Question 10

involuntary dissolution

Answer 10

known as judicial dissolution

action by shareholders:
1. director abuse, waste, or misconduct
2. directors are deadlocked
3. failed to elect one or more directors

action by creditors:
1. claim has been reduced to judgment and corporation is insolvent
2. corporation admitted in writing that they owe and are insolvent

Question 11

winding up

Answer 11

liquidation
steps:
1. written notice to known creditors and publish in newpaper
2. gather all assets
3. convert assets to cash
4. pau creditors and
5. distribute any reamining sums to shareholders pro rata