Mergers and Acquisitions

Question 1

Whose approval is required for a merger?

Answer 1

board or directors and Shareholders

Question 2

What type of vote is required for a merger?

Answer 2

majority vote iwth a quorum present for each corp

Question 3

T/F: All required documents must be filed with the state.

Answer 3

Yes

Question 4

What is the difference between an asset acquisition and a merger?

Answer 4

Asset acquisition is the same as merger procedure except only the transferor corp’s board of direct and SH’s are entitled to vote on the transaction

Question 5

In an asset acquisition, who is liable for the debts?

Answer 5

Transferor Corp remains liable for debt

Question 6

What is a stock acquisition?

Answer 6

a Corp can acquire stock in another corp to acquire control of that corp without doing a merger by exchanging its own stock for that stock or by paying cash or other property for the stock

Question 7

When a shareholder objects to a merger or acquisition what can they do?

Answer 7

if the SH’s rights are materially and adversely affected by an amendment to Corp’s articles then they may be able to force the corp to buy his stock at a fair market value as determined by an appraisal

Question 8

What shareholder are qualified to vote for a merger, acquisition, or amendment of Corp’s articles?

Answer 8

any shareholder