Question

question 33 (2.5 points)
very vegan cafe corporation merges with heather’s healthy hut corporation, with very vegan absorbing heather’s. after the merger

a) heather’s is the surviving corporation.

b) a different, new entity is the surviving corporation.

c) very vegan is the surviving corporation.

d) very vegan and heather’s are both surviving corporations.

question 34 (2.5 points)
gerry is a shareholder of sacramento superior sanding, inc. after the directors fail to take an action to redress a wrong suffered by the corporation, gerry files a suit on the firm’s behalf. gerry’s lawsuit is a shareholder’s

a) derivative suit.

b) preemptive suit.

c) business-judgment rule suit.

Explanation:

Question 33

In a corporate merger where one corporation absorbs another, the absorbing corporation is the surviving one. Here, Very Vegan absorbs Heather’s, so Very Vegan is the surviving corporation. Option a is wrong as Heather’s is absorbed. Option b is wrong as no new entity is formed in an absorption merger. Option d is wrong as only the absorbing corporation survives.

A shareholder derivative suit is when a shareholder sues on the corporation’s behalf when directors fail to act. A preemptive suit relates to stock rights, and a business - judgment rule suit is about director decisions. So Gerry’s lawsuit is a derivative suit.

Answer:

c) Very vegan is the surviving corporation.

Question 34