Fundamental Corporate Changes Flashcards
What counts as a fundamental corporate change?
X
What is the basic procedure for adopting a fundamental corporate change?
X
When may a corporation amend its articles?
X
What amendments may a board make without shareholder approval?
X
When and for what changes may approval by a shareholder voting group be required for an amendment?
X
Is approval by shareholders of the surviving corporation in a merger required?
X
What is a short form merger and what approval is required?
X
What is a share exchange?
X
Who needs to approve a share exchange?
X
What is the effect of a merger?
X
What is the effect of a share exchange?
X
What disposition of property constitutes a fundamental corporate change?
X
What constitutes substantially all a corporations assets?
X
When may a sale of assets or stock be recharacterized as a merger?
X
What remedy does a dissenting shareholder have in a fundamental corporate change?
X
Who may dissent to a merger?
X
Who may dissent to a share exchange?
X
Who may dissent to a disposition of property?
X
What kinds of shareholders do not have appraisal rights?
X
If a proposed corporate action will create dissenters rights, what must a corporation do?
X
If a shareholder entitled to vote wishes to exercise dissenting rights, what must they do?
X
If a dissented-to action ins approved, what must a corporation do?
X
What must a shareholder do once they receive a dissenter’s notice?
X
What must a corporation do in response to a dissenter’s demand for payment?
X
