Corporate Termination
Corporate Formation
Corporate Finance
Corporate Managment
Corporate Combinations and Restructuring
100
The document you must file if the name of the business does not contain the surname of the owner.
What is an assumed name certificate?
100
The document used to form a corporation is called ______.
What is a Certificate of Formation?
100
A distribution of a corporation's profits to its shareholders.
What is a dividend?
100
Owner of the corporation.
Who is a shareholder or stockholder?
100
The combination of two or more corporations into one corporate entity. The survivor succeeds to all of the business, debts, liabilities, and assets of the extinquished corporation.
What is a merger?
200
Name of the corporation, date dissolution was authorized and a statement that the dissolution was approved by the requisite shareolder vote.
What are provisions in a certificate of dissolution?
200
Limited liability, corporate deductions and transferability of ownership.
What are advantages of forming a corporation?
200
Stock that has some sort of right or preference other classes do not have, often as to cumulating dividends, conversion, or redemption.
What is preferred stock?
200
So long as a rational business purpose can be found for the board action or inaction, the directors will be protected from personal liability.
What is the business judgment rule?
200
A paarent corporation and its subsidiary may merge without approval of the shareholders if the parent owns at least 90% of the stock of the subsidiary.
What is a short-form merger?
300
A dissolution initated by the state for technical or administrative reasons.
What is an administrative dissolution?
300
A person involved in forming a corporation and organizing its structure.
Who is a promoter?
300
Stock that is sold for less than par value.
What is watered stock?
300
A majority of shares entitled to be cast on any given matter.
What is quorum?
300
Golden parachutes, suicide pacts and selling the "crown jewel"
What are defenses to tender offers?
400
Shareolders, creditors and the state.
Who are the persons that may institute an involuntary dissolution
400
Rules that govern the operation and management of a corporation.
What are bylaws?
400
Solvency tests, preferences, contractual limitations and the excess test are all __________.
What are restrictions on declaring dividends?
400
A _________ of directors is required to take action at a meeting of the board.
What is a majority?
400
The bidder bypasses the target's management and appeals directly to the shareholders of the corporation.
What is a hostile takeover?
500
Collect assets, dispose of properties, discharge liabilies, distribute remaing property to the shareholders according to their respective interests.
What is the liquidation process?
500
The income of a corporation is taxed and when profits are distributed to shareholders, they also pay tax.
What is double taxation?
500
Higher interest rates, redemtion rights and priority over other debts of the corporation
What are reasons debt securities are attractive to investors?
500
Excessive compenstation, board conflicts of interest, greed and lack of regulatory oversight.
What are causes of corporate scandals?
500
Federal statute requiring notification to govenrment before mergers involving certain amounts or involving certain parties may take place.
What is the Hart-Scott- Rodino Act?
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