What is an acquisition whereby the parent company loans its subsidiary sufficient money to purchase the target company, but the subsidiary ceases to exist and is absorbed by the target?
100
Group or groups that must approve corporate dissolutions
What are the board of directors and shareholders?
100
Identify the amount of base salary that a company can claim as expenses for tax purposes of its employees
What is $1 million (or if can prove excess is performance based)?
100
2 years and a 50 mile radius
What is generally regarded as a reasonable time and location restriction for covenants not to compete?
200
Name the type of acquisition in the following example:
Co A merges with Co B, both dissolve after creating a new Co C.
What is a consolidation?
200
Identify to whom a corporation must provide notice of dissolution
What are creditors, known claimants, and unknown claimants (through publication) and Secretary of State?
200
Name the type of compensation that provides an executive with a monthly income determined by a set formula which is not dependent on the success or failure of any particular retirement fund
What is a defined benefit?
200
Identify the following clause:
"Employee may be in receipt of certain confidential information and information related to the company's intellectual property. Employee agrees to refrain from disclosing such information during his employment and for 5 years after his employment"
What is a nondisclosure clause?
300
Name the document filed with the Secretary of State prior to an actual merger
What is a Plan of Merger?
300
Identify when the Secretary of State can dissolve a company
What is when the company fails to pay its franchise taxes, when it fails to file required reports or otherwise fails to be in good standing with the state?
300
Name of provision in a golden parachute that allows company or shareholders to demand the return of a portion of the pay received by the executive if there is fraud or accounting errors?
What is a clawback?
300
At-will employment
What is the standard term of an employment arrangement unless otherwise provided by contract, or wrongful discharge argument?
400
Options for company to take when a shareholder dissents from approval of merger?
What is pay shareholder cash value of shares, or shareholder dissents and is entitled to an appraisal and fair market value of shares?
400
Assets of a corporation once it files for bankruptcy belong to
What is its creditors?
400
Identify the type of fiduciary duty claim a shareholder would argue if a company provides an executive with excessive compensation packages
What is corporate waste? (compensation needs to reasonable related to exec's duties and cannot be excessive---what is excessive is fact specific)
400
Identify the type of damages a contract may contain to assist either party if the contract is terminated sooner than expected
What are liquidated damages?
500
Name of document(s) company files with Sec of State after merger
What are Articles of Merger, amended articles of incorporation.
500
Name of theory that may require a shareholder to return distributions upon a company's dissolution or bankruptcy?
What is trust fund or fraud theory?
500
Name the term used for a person's right to receive what the person and company have invested in a retirement plan
What is vesting?
500
Idenify whether company is entitled to any rights:
Employee invents a flying car while at work and company demands that Employee disclose details and assign any rights to the invention to the company