Question
In 1936, petitioner Santa Fe Industries, Inc. (Santa Fe), acquired control of 60% of the stock of Kirby Lumber Corp. (Kirby), a Delaware corporation. Through
In 1936, petitioner Santa Fe Industries, Inc. (Santa Fe), acquired control of 60% of the stock of Kirby Lumber Corp. (Kirby), a Delaware corporation. Through a series of purchases over the succeeding years, Santa Fe increased its control of Kirby's stock to 95%; the purchase prices during the period 1968-1973 ranged from $65 to $92.50 per share.In 1974, wishing to acquire 100% ownership of Kirby, Santa Fe availed itself of 253 of the Delaware Corporation Law, known as the "short-form merger" statute. Section 253 permits a parent corporation owning at least 90% of the stock of a subsidiary to merge with that subsidiary, upon approval by the parent's board of directors, and to make payment in cash for the shares of the minority stockholders. The statute does not require the consent of, or advance notice to, the minority stockholders. However, notice of the merger must be given within 10 days after its effective date, and any stockholder who is dissatisfied with the terms of the merger may petition the Delaware Court of Chancery for a decree ordering the surviving corporation to pay him the fair value of his shares, as determined by a court-appointed appraiser subject to review by the court. Del. Code Ann., Tit. 8, 253, 262 (1975 ed. and Supp. 1976). Santa Fe obtained independent appraisals of the physical assets of Kirbyland, timber, buildings, and machinery and of Kirby's oil, gas, and mineral interests. These appraisals, together with other financial information, were submitted to Morgan Stanley & Co. (Morgan Stanley), an investment banking firm retained to appraise the fair market value of Kirby stock. Kirby's physical assets were appraised at $320 million (amounting to $640 for each of the 500,000 shares); Kirby's stock was valued by Morgan Stanley at $125 per share. Under the terms of the merger, minority stockholders were offered $150 per share. The provisions of the short-form merger statute were fully complied with. The minority stockholders of Kirby were notified the day after the merger became effective and were advised of their right to obtain an appraisal in Delaware court if dissatisfied with the offer of $150 per share. They also received an information statement containing, in addition to the relevant financial data about Kirby, the appraisals of the value of Kirby's assets and the Morgan Stanley appraisal concluding that the fair market value of the stock was $125 per share.
1.What articulates the long-term goals of an enterprise?
2.The internal environment factors that influence management is are?
3.There are various types of bill of exchange. Define the following bill of exchange, order bills and bear bills.
4.When a person moves his arms and legs, the EEG is generated from?
5.When an EEG is taken from the Occipital Region of the brain, what signal will cause the maximum amount of noise?
6.An agent will usually act within the authority but if the relationship with the principle is well established he may occasionally act outside the authority if he feels the principle will subsequently ratify the agent's action. Discuss the effects of subsequent.
7.BI is a category of database software that provides an interface to help users quickly and interactively scrutinize the results in a variety of dimensions of the data
8.Management is an organ, organs can be described and defined only through their functions. This definition was given by?
9.Luther Gullik classifies the function of management as?
10.The chain of command from the highest authority to the lowest level in the organization is?
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