Question 7

1pts

The following are the legal effects of merger or consolidation, except: (Phil CPA, 96-1)

Group of answer choices

All properties, interest, claims and the like pertaining to the constituent corporations shall now pertain to the surviving corporation.

The consolidated corporation shall enjoy the same rights, power, privileges and immunities and shall be subject to the same duties and obligations of corporations established under Corporate Law.

All actions pending, by or against the constituent corporations shall now be litigated by the consolidated corporation.

The liabilities and obligations or claims against the constituent corporations may not be assumed by the consolidated corporations because of the theory of separate legal entity.

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Question 8

1pts

The right given to the stockholders to dissent and demand payment of the fair value of their shares is called:

Group of answer choices

Stock right

Right of proxy

Appraisal right

Pre-emptive right

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Question 9

1pts

In the exercise of the stockholder of his appraisal right, the right of such stockholder to be paid the fair value of the shares shall cease in the following instances, except,

Group of answer choices

disapproved by the Commission where such approval is necessary.

if the Commission determines that such stockholder is entitled to the appraisal right.

such demand for payment is withdrawn with the consent of the corporation.

proposed corporate action is abandoned or rescinded by the corporation.

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Question 10

1pts

Any stockholder of a corporation shall have the right to dissent and demand payment of the fair value of his shares in three of the following corporate acts. Which is the exception? (Phil CPA, 87-1; 95-1-M; 96-2-M)

Group of answer choices

In case of incurring, creating or increasing bonded indebtedness.

In case of merger or consolidation

In case of sale, lease, exchange transfer, mortgage, pledge or other disposition of all or substantially all of the corporate assets and property of the corporation.

In case of any amendment to the articles of incorporation which has the effect of changing or restricting the debts of any stockholders or class of shares.

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Question 11

1pts

A non stock corporation:

Group of answer choices

May not engage in business for profit

One where the capital is not divided into shares

All the answers are correct.

No part of the income must be distributed as dividends

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Question 12

1pts

1st Statement: in a non-stock corporation, a member is entitled to 1 vote.

2nd Statement: The By-laws of a non-stock corporation may provide for the desired voting rights of members including the number of votes.

Group of answer choices

Only 2nd statement is true

Both statements are not true

Only 1st statement is true

Both statements are true

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Question 13

1pts

Membership in a nonstock corporation and all rights arising therefrom are personal and non-transferable,

Group of answer choices

Membership in a nonstock corporation and all rights are transferable.

unless the by-laws otherwise provide.

unless the articles of incorporation.

unless the articles of incorporation or the by-laws otherwise provide.