31. Which of the following refers to a merger in which some shareholders are req

Question

31. Which of the following refers to a merger in which some shareholders are required to surrender their shares in the disappearing corporation for cash? 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 partner. c. Unless the partners expressly agree otherwise, partnership law requires unanimous agreement of all partners 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.

Explanation / Answer

31. d. Freeze-out merger

This type of merger is cash merger. After surrendering their shares, shareholders retain no interest in the surviving corporation. Hence it is called freeze-out merger.

32. b. A partnership is prohibited from placing managerial control of the business in one partner.

33. c. Since the mid-1930s, Delaware has been considered the preeminent state for incorporation.

More than half of US publicly traded corporations are incorporated in Delaware.

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