31. Which of the follow disappearing corporation for cash? ing refers to a merge
ID: 2440650 • Letter: 3
Question
31. Which of the follow disappearing corporation for cash? ing refers to a merger in which some shareholders are required to surrender their shares in the a. Illegal merger b. Termination merger c. Surrender consolidation d. Freeze-out merger 32. Which of the following is false regarding decision making in a partnership? a. Each partner's assets are vulnerable to the poor business decisions of the fellow partners. b. A partnership is prohibited from placing managerial control of the business in one c. Unless the partners expressly agree otherwise, partnership law requires unanimous agreement of all partners partner. on all but the most ordinary matters. d. If the partners in an informal partnership cannot agree on a decision, they may disband the partnership, distribute its assets, and terminate it. 33. Which of the following is true regarding incorporation? a. A corporation must be incorporated in the state in which it has its principal place of business. b. Laws regarding incorporation and the rights and duties of corporations are uniform from state to state c. Since the mid-1930's, Delaware has been considered the preeminent state for incorporation. d. Incorporation may be done pursuant to common law as well as statute. 34. When a third party, based on all of its transactions with the enterprise, acts as if it were doing business with a corporation, the third party is prevented from claiming that the enterprise is not a corporation because a(n) has been formed. a. partnership by estoppel b. corporation de facto c. corporation de jure d. corporation by estoppel 35. Which of the following statements is not true regarding the characteristics of a corporation? a. A corporation is a legal entity distinct from its owners. b. A corporation is owned by shareholders. c. The corporation itself is responsible for its liabilities. d. The boardof diretorsdeisions of the oters.Explanation / Answer
31. Option d.
Freeze out merger is a merger in which some shareholders usually the minority ones are required to the surrender their shares in the disappearing corporation for cash.
32. Option b.
In a partnership each partner is equally important during the decision making.
They can be directly involved in the management.
Hence a partnership gives them right to place managerial control of business in one partner.
33. Option a.
A corporation should be incorporated in the state where it has its principal place of business.
They must be deemed to be a citizen of the state.
This is usually for the purpose of federal litigations.
34. Option d.
When a third party ,based on all of its transactions with the enterprise acts as if it were doing business with a corporation, the third party is prevented from claiming that the enterprise is not a corporation because corporation by estoppel has been formed.
35. Option d.
In a corporation, it is not the board of directors who implement the decisions of the officers.
But the corporate secretary is responsible for implementing decisions made by the officers.
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