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Corporations > Fundamental Corporate Changes > Flashcards

Fundamental Corporate Changes Flashcards

1
Q

What counts as a fundamental corporate change?

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2
Q

What is the basic procedure for adopting a fundamental corporate change?

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3
Q

When may a corporation amend its articles?

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4
Q

What amendments may a board make without shareholder approval?

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5
Q

When and for what changes may approval by a shareholder voting group be required for an amendment?

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6
Q

Is approval by shareholders of the surviving corporation in a merger required?

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7
Q

What is a short form merger and what approval is required?

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8
Q

What is a share exchange?

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9
Q

Who needs to approve a share exchange?

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10
Q

What is the effect of a merger?

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11
Q

What is the effect of a share exchange?

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12
Q

What disposition of property constitutes a fundamental corporate change?

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13
Q

What constitutes substantially all a corporations assets?

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14
Q

When may a sale of assets or stock be recharacterized as a merger?

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15
Q

What remedy does a dissenting shareholder have in a fundamental corporate change?

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16
Q

Who may dissent to a merger?

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17
Q

Who may dissent to a share exchange?

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18
Q

Who may dissent to a disposition of property?

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19
Q

What kinds of shareholders do not have appraisal rights?

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20
Q

If a proposed corporate action will create dissenters rights, what must a corporation do?

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21
Q

If a shareholder entitled to vote wishes to exercise dissenting rights, what must they do?

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22
Q

If a dissented-to action ins approved, what must a corporation do?

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23
Q

What must a shareholder do once they receive a dissenter’s notice?

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24
Q

What must a corporation do in response to a dissenter’s demand for payment?

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25
Q

If a dissenter is dissatisfied with a corporation’s determination of value, what can they do?

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26
Q

If a corporation does not want to pay a shareholder’s demand, what must they do?

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Corporations (6 decks)

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