Revised Corporation Code: Titles VIII, IX & X

<p>A competitor of the corporation (A)</p> Signup and view all the answers

<p>The Securities Regulation Code (B)</p> Signup and view all the answers

<p>They will be liable for damages. (A)</p> Signup and view all the answers

<p>The director or trustee who voted for the refusal (C)</p> Signup and view all the answers

<p>The requester has previously misused information. (A)</p> Signup and view all the answers

<p>They can report to the Commission. (D)</p> Signup and view all the answers

<p>Records of all stockholders' names alphabetically arranged. (D)</p> Signup and view all the answers

<p>In the principal office or stock transfer agent's office. (D)</p> Signup and view all the answers

<p>Five days. (B)</p> Signup and view all the answers

<p>A stockholder acting in good faith. (A)</p> Signup and view all the answers

<p>Information relating to the corporation (A)</p> Signup and view all the answers

<p>Customer complaint records (D)</p> Signup and view all the answers

<p>Minutes of all meetings of stockholders or members (A)</p> Signup and view all the answers

<p>Names and addresses of all members (B)</p> Signup and view all the answers

<p>The time when a director arrived or left (A)</p> Signup and view all the answers

<p>Records of all business transactions (A)</p> Signup and view all the answers

<p>They must be preserved in detailed records (A)</p> Signup and view all the answers

<p>The time and place of the meeting held (C)</p> Signup and view all the answers

<p>The plan of the merger or consolidation (D)</p> Signup and view all the answers

<p>The articles of merger or consolidation (C)</p> Signup and view all the answers

<p>A favorable recommendation from the appropriate government agency (D)</p> Signup and view all the answers

<p>Two weeks (C)</p> Signup and view all the answers

<p>A hearing is set for the corporations to be heard (B)</p> Signup and view all the answers

<p>The number of shares or members voting for or against the plan (C)</p> Signup and view all the answers

<p>Issuance of a certificate approving the merger (B)</p> Signup and view all the answers

<p>The carrying amounts and fair values as of the agreed cut-off date (B)</p> Signup and view all the answers

<p>Within thirty (30) days after the award is made (A)</p> Signup and view all the answers

<p>The corporation must have unrestricted retained earnings (B)</p> Signup and view all the answers

<p>The day prior to the vote on the corporate action (A)</p> Signup and view all the answers

<p>Their voting and dividend rights are suspended (D)</p> Signup and view all the answers

<p>Voting and dividend rights are restored (B)</p> Signup and view all the answers

<p>Their rights are permanently restored (A)</p> Signup and view all the answers

<p>Voting rights and rights to dividends (C)</p> Signup and view all the answers

<p>All rights of the stockholder are terminated (C)</p> Signup and view all the answers

<p>If the proposed corporate action is abandoned. (C)</p> Signup and view all the answers

<p>The stockholder if they refuse the offered price. (B)</p> Signup and view all the answers

<p>Their status as a stockholder is restored. (A)</p> Signup and view all the answers

<p>If the appraiser's assessment drastically differs from the offered price. (A)</p> Signup and view all the answers

<p>The stockholder's demand for payment ceases. (B)</p> Signup and view all the answers

<p>The stockholder receives a better offer. (B)</p> Signup and view all the answers

<p>If the refusal of payment is unjustified according to the court. (C)</p> Signup and view all the answers

<p>The corporation must officially approve the withdrawal. (C)</p> Signup and view all the answers

Corporations must maintain detailed records of their operations, ownership, and governance, including articles of incorporation, bylaws, ownership structures, director/officer information, meeting minutes, and transaction history.

Legal documents outlining the corporation's formation, structure, and operating rules.

Details of who owns the corporation, including stockholders, members, and their voting rights.

Names and contact information of the governing body (directors) and senior executives (officers).

Detailed records of meetings of shareholders, members, and directors, including time, attendance, agenda, decisions made, and dissenting opinions.

Documentation of all financial and operational activities of the corporation.

Specific reports required by government agencies regarding the corporation's operations.

An agent who manages the process of transferring ownership of shares.

Stockholders, members, directors, and trustees have the right to inspect corporate records during business hours.

Non-stockholders, competitors, or those representing competitors do not have the right to inspect corporate records.

A director, trustee, or stockholder can request copies of records or excerpts at their expense.

Stockholders abusing inspection rights are penalized under Section 158 of the Code.

Inspection must happen at reasonable hours on business days.

A formal plan outlining the terms of a merger between two or more corporations, including details of ownership, assets and liabilities, and voting rights.

A legal document signed by the involved corporations that officially details the merger process, including the merger plan, stock information, and accounting methods.

The specific date used for determining the value of assets and liabilities of the corporations being merged.

The projected financial figures of the merged entity, using the agreed accounting method.

The process of obtaining authorization from the government agency responsible for corporate mergers and acquisitions.

Corporations regulated by specific laws, such as banks, insurance companies, and public utilities.

A formal meeting held by the Commission to investigate and review the proposed merger to ensure it complies with regulations.

The point in time when the merger legally takes effect, after receiving Commission approval.

Directors, trustees, stockholders, or members of a corporation have the right to inspect and/or reproduce its records.

An officer or agent who refuses inspection can be held liable for damages and faces criminal charges. If the board of directors voted for the refusal, they are liable.

A shareholder may be denied access if they misuses prior information, acted in bad faith, or are a competitor.

If a corporation denies inspection, the aggrieved party can report it to the Commission, which conducts a summary investigation and orders the inspection.

A book containing records of stock ownership, including stockholders' names, their holdings, payments made, and transfers of shares.

The book is kept at the corporation's principal office or the office of its stock transfer agent.

Directors and stockholders of the corporation have the right to inspect the book during business hours.

It provides transparency and accurate records of stock ownership, aiding in understanding the company's structure and shareholder rights.

A stockholder who opposes a corporate action, such as a merger or sale, and thus exercises the right to be bought out at fair value.

Independent appraisers determine the fair value of dissenting stockholders' shares, ensuring a fair price is paid.

The day before the vote on the corporate action, excluding any market fluctuations caused by the action itself.

The corporation has 30 days to pay the dissenting stockholder after the award is made.

From the time of demand for payment until the corporate action is either abandoned or shares are bought, the dissenting stockholder's voting rights are suspended.

Similar to voting rights, dividend rights are also suspended until either the corporate action is abandoned or shares are bought.

If the corporation fails to pay within 30 days, the dissenting shareholder's voting and dividend rights are immediately restored.

Upon payment, all rights of the dissenting stockholder are terminated, not simply suspended.

A shareholder who demands payment for their shares due to a corporate action cannot withdraw their demand unless the corporation agrees.

A dissenting shareholder's demand can be revoked if the corporation consents, the proposed action is abandoned or disapproved by the SEC, or the shareholder isn't entitled to appraisal rights.

The corporation usually bears the costs of appraising a dissenting shareholder's shares.

If the appraisal value is close to the offer price, or if the court finds their refusal to accept payment unjustified, the dissenting shareholder pays.

The corporation pays when their offer price is lower than the appraisal value.

The corporation pays if a court rules that the shareholder's refusal to accept payment was justified.

The dissenting shareholder pays if the appraised value is roughly the same as the offered price.

The shareholder also pays if the court finds their refusal to accept payment unjustified.