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The major constitutional limitation on long-arm statutes is the Due Process Clause.

A) True
B) False

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A takeover requires an affirmative vote by the target company's board of directors.

A) True
B) False

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The tender offer is an invitation to shareholders to sell their shares at a stipulated price.

A) True
B) False

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The process of winding up is known as amalgamation.

A) True
B) False

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_____ is the process of paying the creditors and distributing the assets of a corporation.


A) Dissolution
B) Vertical integration
C) Amalgamation
D) Liquidation
E) Horizontal integration

F) C) and D)
G) D) and E)

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In a merger, the acquired company goes out of existence by being absorbed into the acquiring company.

A) True
B) False

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True

Which of the following expansion strategies results in the formation of an entity that is an entirely new corporation?


A) A cash merger
B) A takeover
C) A consolidation
D) An asset purchase
E) A noncash merger

F) A) and D)
G) D) and E)

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Dissolution of a corporation is the same as corporate death.

A) True
B) False

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A consolidation between two firms differs from a merger between two firms in that the consolidation between two firms:


A) is a backward vertical expansion strategy.
B) is a forward vertical expansion strategy.
C) leads to the formation of a new corporation.
D) leads to an entity free from successor's liability.
E) is a horizontal integration strategy.

F) C) and D)
G) A) and B)

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A foreign corporation may not sue in the state courts to enforce its rights until it obtains an) _____.


A) no-objection certificate
B) stay order
C) certificate of authority
D) promissory note
E) letter of credit

F) A) and E)
G) A) and D)

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In an) _____, the acquiring company appeals directly to the target's shareholders, offering either money or other securities, often at a premium over market value, in exchange for their shares.


A) merger
B) takeover
C) consolidation
D) asset purchase
E) codicil

F) C) and E)
G) All of the above

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Differentiate between a merger and a takeover.

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Merger occurs when an acquired company g...

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In order to completely acquire Write Well Inc., Delta Inc. paid the shareholders of Write Well Inc. money in exchange for their shares. This is an example of a _____.


A) freeze-out merger
B) non cash merger
C) horizontal divestiture
D) leveraged buyout
E) vertical divestiture

F) A) and E)
G) A) and D)

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Dissolution differs from liquidation in that dissolution is:


A) the end of the legal existence of a corporation.
B) the end of the physical existence of a corporation.
C) the distribution of a corporation's assets.
D) the distribution of a corporation's liabilities.
E) a process independent from the judicial system.

F) B) and D)
G) None of the above

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Even when a tender offer has not been made, the Williams Act requires any person who acquires more than 5 percent ownership of a corporation to file a statement with the Securities and Exchange Commission SEC) within ten days.

A) True
B) False

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Sequestration of a corporation's assets at the hands of a receiver will terminate the corporation's being.

A) True
B) False

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Ending the legal existence of a corporation by unanimous written consent of its shareholders is known as _____.


A) voluntary dissolution
B) involuntary dissolution
C) forward vertical integration
D) backward vertical integration
E) amalgamation

F) B) and E)
G) D) and E)

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A

If one company acquires 90 percent or more of the stock of another company, it can merge with the target company without the consent of the target company's shareholders. The resultant merger is known as the _____ merger


A) ademption
B) runaway shop
C) codicil
D) short-form
E) closed shop

F) A) and B)
G) C) and E)

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Liquidation is the same as involuntary dissolution.

A) True
B) False

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False

Successor's liability has the least adverse effect on an) ____.


A) cash merger
B) takeover
C) consolidation
D) asset purchase
E) noncash merger

F) B) and D)
G) A) and E)

Correct Answer

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