Question

Multiple Choice Identify the choice that best completes the statement or answers the question.

______ 21. Dissolution that is judicial may be brought about when:

a. a shareholder brings a proceeding because the directors are deadlocked in management of the corporate affairs and the corporation is suffering irreparable injury.

b. the board of directors creates a resolution approved by shareholders to dissolve.

c. the shareholders of a closely held corporation adopt a unanimous agreement to dissolve.

d. the corporation is without a registered agent for over 60 days.

_____ 23. A corporation that buys the assets of another corporation does not assume the other's liability unless:

a. the purchaser expressly or impliedly agrees to assume the seller's liabilities.

b. the transaction amounts to a consolidation or merger of the two corporations.

c. the sale is for the fraudulent purpose of avoiding the liabilities of the seller.

d. All of the above.

Answer 1

Q-21:

To bring about a judicial dissolution, A shareholder may also file a petition for dissolution based on a deadlock situation between the directors when the shareholders can not break the deadlock.

The answer is a.

Q-23:

A corporation that buys the assets of another corporation does not assume the other's liability unless:

d. All of the above.