Mergers & Acquisitions

Question 1

Merger

Answer 1

required BD and SH approval by majority vote at meeting with quorum present for each C + required document must be filled with the state

Question 2

Assest Acquistion

Answer 2

same as merger approval procedure except only the transferor C’s BD and SH are entitled to vote on the transaction & remain liable for its debts

Question 3

Stock Acquistions

Answer 3

C can acquire stock in another C to acquire control of that C without doing a merger

exchange its own stock for that stock or by paying cash or other property for the stock

Question 4

Voluntary dissolution

Answer 4

DB adopts proposal for the dissolution of C and majority SH approve

Question 5

Winding Up

Answer 5

dissolving C can continue to exist to collect assest, dispose of property not distribute to SH, discharge liabilities, and distribute property among SH acccording to their interest

Question 6

Involuntary Dissoltion

Answer 6

creditors can pursue but C must be insolvent

Question 7

When can SH pursue involuntary dissolutioon

Answer 7

if C assest are being misapplied wasted

D are acting illegally oppressively fraudulently, SH entitled to break D deadlock causing irreparable injury

Question 8

Oppression Doctrine

Answer 8

SH oppression protects minority from oppressive majority control

Statutory provisions rgarding involuntary dissolution are interpreted to protect reaonsbale expectations of SH