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1. Delicious Desserts is a privately held corporation which manufactures sinfully rich chocolate treats.The Board of Directors has decided that,because of a market for healthy foods,it wants to merge withAngel Treats Ltd,a company that sells low-fat low-calorie(and,in the opinion of someshareholders,low taste)desserts.Two of the shareholders expect the merger to be a disaster but the other ten shareholders support the board's decision.What is the best option for the two dissenting shareholders?

a.The dissenting shareholders can file a protest and demand that the Board protect their interests as minority shareholders.

b.The dissenting shareholders have been out-voted and must accept the decision of the Board.

c.The dissenting shareholders can require the Board to buy back their shares at fair market price.

d.The dissenting shareholders can sell their shares on the open market.

QUESTION 3

1. GrabbyCorp and FendoffCompany are competitors.GrabbyCorp made an offer to FendoffCompany's Board of Directors to consolidatethe two corporations, which will includecombining operations, terminating redundant employees and selling off duplicate assets.FendoffCompany's management dislikes the way GrabbyCorp does business and believes that FendoffCompany has an ethical duty to protect its people and corporate culture.GrabbyCorp is not deterred when FendoffCompany rejects the offer.Which of the following isnota method GrabbyCorp can use to acquire control of FendoffCompany?
2. a.merge with Fendoff.
3. b.buy Fendoff's assets.
4. c.maneuver Fendoffintomaking an initial public offering.
5. d.buy Fendoff'sstock from its shareholders through a tender offer.

QUESTION 8

1. Note:This question may have more than one correct answer.The duties of directors and officers of a corporation include:
2. a.to act with loyalty and good faith for the benefit of the corporation.
3. b.to protect the interests of shareholders who are owners of the corporation.
4. c.to ratify ultraviresactionsthatbenefit the corporation.
5. d.to act diligently and with due care in handling of corporate matters.