Mergers and Acquisitions: Fiduciary Duties and Takeovers
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Questions and Answers

What is the primary purpose of a poison pill in the context of a hostile takeover?

  • To prevent a hostile takeover by making it more expensive (correct)
  • To facilitate the acquisition of a target company
  • To allow shareholders to vote on a proposed merger
  • To increase the value of the target company's stock

What is the name of the process by which a company acquires the remaining shares of a target company after a successful tender offer?

  • Proxy contest
  • Squeeze-out (correct)
  • Appraisal rights
  • Hostile takeover

Under the Delaware General Corporation Law, which party owes fiduciary duties to the shareholders?

  • The company's management
  • The shareholders
  • The acquirer
  • The board of directors (correct)

What is the term for the right of shareholders to demand a fair value for their shares in the event of a merger or consolidation?

<p>Appraisal rights (A)</p> Signup and view all the answers

What is the term for a takeover attempt where the target company's management resists the acquisition?

<p>Hostile takeover (A)</p> Signup and view all the answers

Under Delaware General Corporation Law, what is the primary remedy available to minority shareholders who disagree with a merger?

<p>Exercise their appraisal rights and seek a judicial determination of the fair value of their shares (B)</p> Signup and view all the answers

What is the main difference between a merger and a consolidation?

<p>A merger involves the dissolution of one corporation, while a consolidation involves the creation of a new entity (C)</p> Signup and view all the answers

What is the role of fiduciary duties in the context of corporate restructuring?

<p>To ensure that directors act in the best interests of the corporation and its shareholders (C)</p> Signup and view all the answers

What is the purpose of a Certificate of Merger filed with the Delaware Secretary of State?

<p>To effect the merger and make it legally binding (B)</p> Signup and view all the answers

What is the significance of the Notice to shareholders in the context of a merger?

<p>It serves as a formal notification of the merger and its effective date (B)</p> Signup and view all the answers

What is the potential implication of undertaking a tender offer and acquiring only 89% of the shares?

<p>Triggering a short-form merger under Delaware General Corporation Law (A)</p> Signup and view all the answers

What is the primary purpose of a top-off rights offer in the context of a merger or acquisition?

<p>To provide minority shareholders with a means of exit (C)</p> Signup and view all the answers

Which of the following is a consolidation method that may be employed in conjunction with a tender offer?

<p>Statutory merger (A)</p> Signup and view all the answers

What is the primary consideration for a board of directors when evaluating a tender offer?

<p>Maximizing shareholder value (B)</p> Signup and view all the answers

What is the potential consequence of a tender offer that does not result in the acquisition of 100% of the target company's shares?

<p>Continued minority shareholder ownership and potential dissent (A)</p> Signup and view all the answers

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