Which method of acquiring control of a corporation does not require the approval of the board of Directors of the target corporation?

Which method of acquiring control of a corporation does not require the approval of the board of Directors of the target corporation?
a) Acquire substantially all of the assets of the Corporation
b) Merger of the target corporation into buying corporation or buying Company’s subsidiary
c) Acquire stock from Shareholders
d) All of the above

Bidders in a hostile tender officer can do which of the following:
a) Not accept all shares tendered
b) May set conditions to receive enough shares
c) Use cash as consideration
All of the above

What defensive tactics can Directors of Target Corporation do without a Shareholder vote?
a) Sell off or grant an option to sell significant assets to a third party (“Crown Jewel”)
b) Split the corporation into different component corporations
c) Seek another bidder to serve as a “White Knight”
d) Establish increased compensation plans if a change of control occurs
In general, the steps in a Poison Pill defensive tactic may include:
a) Define an initial triggering event as an announcement or threat of a tender offer
b) At initial triggering event, target issues redeemable “Rights” to Shareholders
c) At second triggering event (purchase of X percentage of shares of Target), shares become effective and nonredeemable
d) All of the above

In most cases, the Courts use which standard of review to evaluate the actions of Directors of Target in a Hostile Tender Offer?
a) Duty of Care
b) Modified Business Judgment Rule or proportionality Test, under Unocal v. Mesa. Petroleum
c) Duty of Loyalty with Fairness Test and no Business Judgment Rule
d) A and C

Identify which of the following is a requirement in a private right of action in a Disclosure Action under Rule 10b-5
a) Purchaser-Seller Standing Rule
b) Reliance (Transaction Causation)
c) Loss Causation
d) All of the Above
None of the Above

Which of the following support the proposition that prohibition of insider trading is good?
a) Profits made by insiders through their insider trading reward their entrepreneurial efforts
b) Insider trading profits aligns corporate officials’ interests and shareholders owners
c) Would-be investors would believe the cards are stacked against them if insider trading were to be permitted
d) All of the Above
A and B only

 

answer:

Which method of acquiring control of a corporation does not require the approval of the board of Directors of the target corporation?

Answer c) Acquire stock from shareholders

Bidders in a hostile tender officer can do which of the following:

b) May set conditions to receive enough shares

What defensive tactics can Directors of Target Corporation do without a Shareholder vote?

c) Seek another bidder to serve as a “White Knight”

In general, the steps in a Poison Pill defensive tactic may include:

b) At initial triggering event, target issues redeemable “Rights” to Shareholders

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