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[Cheeseland Purchase] Cheeseland, Inc

Question 71

Multiple Choice

[Cheeseland Purchase] Cheeseland, Inc., manufactures processed cheese products. BigCheese, Inc., seeks to purchase Cheeseland's well-known trademarks and logos, and its factory and equipment. The Board of Directors of both companies vote in favor of the deal. Alba is a 15% shareholder of Cheeseland. Her grandfather started the business many years ago and she does not want the company to sell off its endearing trademark and the factory her grandfather built. She visits Myron, an attorney, and Myron tells her that the Board's vote is legitimate to finalize the deal with BigCheese and the best she can do is take the money. Cyril is a shareholder in BigCheese, and his grandfather was cheated fifty years ago by Alba's grandfather and he doesn't want BigCheese to be responsible for Cheeseland's enormous liabilities. Cyril threatens to take BigCheese to court because he claims shareholder approval is required to purchase Cheeseland.
-Is Cyril correct that BigCheese will be responsible for Cheeseland's liabilities?


A) Yes, like a merger or consolidation, corporations that purchase the assets of another corporation generally acquire its liabilities.
B) Yes, unless the contract between BigCheese and Cheeseland states otherwise.
C) Yes, because asset purchases are treated like a merger.
D) No, the liabilities of one corporation do not transfer to the other unless there is an express agreement otherwise.
E) No, corporations that purchase the assets of another corporation generally do not acquire its liabilities.

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