Reviewing: Mergers & Acquisitions In November 2012, Mario Bonsetti and Rico Sanchez incorporated Gnarly Vulcan Gear, Inc. (GVG), to manufacture windsurfing equipment. Bonsetti owned 60 percent and Sanchez owned 40 percent of the corporation's stock, and both men served on the Board of Directors. In January 2014, Hula Boards, Inc., owned solely by Mai Jin Li, made a public offer to Bonsetti and Sanchez to buy GVG Stock. Hula offered 30 percent more than the market price per share for the GVG stock, and Bonsetti and Sanchez each sold 20 percent of their stock to Hula. Jin Li became the third member of the GVG Board of Directors. In April 2015, an irreconcilable dispute arose between Bonsetti and Sanchez over design modifications of their popular Baked Chameleon board. Sanchez and Jin Li voted to merge GVG with Hula Boards under the name Hula Boards, despite Bonsetti's dissent. GVG was dissolved, and production of the Baked Chameleon ceased. Question#1 1) What rights does Bonsetti have as a minority shareholder dissenting to the merger of GVG and Hula Boards? Question#2 Could the parties have used a short-form merger procedure in this situation? Why or why not? Question#3 What is the term used for Hula's offer to purchase GVG stock? Or, by what method did Hula acquire control over GVG? Question #4 Suppose that after the merger, a person who was injured on a Baked Chameleon board sued Hula (the surviving corporation). Can Hula be held liable for an injury? Why or why not? Issue Spotter#1 Macro Corporation and Micro Company combine, and a new organization, MM, Inc., takes their place. What is the term for this type of combination? What happens to the assets, property, and liabilities of Micro? Business Scenario Corporate Merger. Alir owns 10,000 shares of Ajax Corp. Her shares represent a 10 percent ownership in Ajax. Zeta Corp. is interested in acquiring Ajax in a merger, and the board of directors of each corporation has approved the merger. The shareholders of Zeta have already approved the acquisition, and Ajax has called for a shareholders' meeting to approve the merger. Alir disapproves of the merger and does not want to accept Zeta shares for the Ajax shares she holds. The market price of Ajax share is $20 per share the day before the shareholder vote and drop to $16 on the day the shareholders of Ajax approve the merger. Discuss Alir's rights in this matter. Reviewing: Mergers & Acquisitions In November 2012, Mario Bonsetti and Rico Sanchez incorporated Gnarly Vulcan Gear, Inc. (GVG), to manufacture windsurfing equipment. Bonsetti owned 60 percent and Sanchez owned 40 percent of the corporation's stock, and both men served on the Board of Directors. In January 2014, Hula Boards, Inc., owned solely by Mai Jin Li, made a public offer to Bonsetti and Sanchez to buy GVG Stock. Hula offered 30 percent more than the market price per share for the GVG stock, and Bonsetti and Sanchez each sold 20 percent of their stock to Hula. Jin Li became the third member of the GVG Board of Directors. In April 2015, an irreconcilable dispute arose between Bonsetti and Sanchez over design modifications of their popular Baked Chameleon board. Sanchez and Jin Li voted to merge GVG with Hula Boards under the name Hula Boards, despite Bonsetti's dissent. GVG was dissolved, and production of the Baked Chameleon ceased. Question#1 1) What rights does Bonsetti have as a minority shareholder dissenting to the merger of GVG and Hula Boards? Question#2 Could the parties have used a short-form merger procedure in this situation? Why or why not? Question#3 What is the term used for Hula's offer to purchase GVG stock? Or, by what method did Hula acquire control over GVG? Question #4 Suppose that after the merger, a person who was injured on a Baked Chameleon board sued Hula (the surviving corporation). Can Hula be held liable for an injury? Why or why not? Issue Spotter#1 Macro Corporation and Micro Company combine, and a new organization, MM, Inc., takes their place. What is the term for this type of combination? What happens to the assets, property, and liabilities of Micro? Business Scenario Corporate Merger. Alir owns 10,000 shares of Ajax Corp. Her shares represent a 10 percent ownership in Ajax. Zeta Corp. is interested in acquiring Ajax in a merger, and the board of directors of each corporation has approved the merger. The shareholders of Zeta have already approved the acquisition, and Ajax has called for a shareholders' meeting to approve the merger. Alir disapproves of the merger and does not want to accept Zeta shares for the Ajax shares she holds. The market price of Ajax share is $20 per share the day before the shareholder vote and drop to $16 on the day the shareholders of Ajax approve the merger. Discuss Alir's rights in this matter
