The directors of Acme Corp. unanimously approved a merger agreement between Acme and Generic Inc. The Model Business Corporation Act (MBCA) is in effect in the state where both corporations are incorporated. The two corporations begin performing the various duties set out in the merger agreement. Certain shareholders of Acme then institute suit in an effort to block the merger. The shareholders maintain that the proposed merger should have been submitted to them for approval. Nothing in Acme's articles of incorporation requires the directors to submit such matters to the shareholders. The directors claim that the merger was carefully considered and is in the best interests of the corporation. Under these circumstances, _____.
A) the directors will prevail if they can prove that the merger was in the corporation's best interests
B) the shareholders will be successful in their suit because under the MBCA, approval of all classes of shares is required for a merger or consolidation
C) the directors will prevail because the MBCA gives them the right to overrule the shareholders' decisions in mergers
D) the shareholders will not be successful in their suit because the directors have acted in the best interests of the corporation
Correct Answer:
Verified
Q37: Under the Model Business Corporation Act (MBCA),
Q38: Distributions of shares in the corporation itself
Q39: Which of the following is true for
Q40: Turner Corporation is holding a meeting of
Q41: When is a shareholder permitted to sue
Q43: Which of the following must exist before
Q44: Under which of the following conditions would
Q45: Under the Model Business Corporation Act, what
Q46: Acme Corp. made a public offering of
Q47: What requirements must be met if a
Unlock this Answer For Free Now!
View this answer and more for free by performing one of the following actions
Scan the QR code to install the App and get 2 free unlocks
Unlock quizzes for free by uploading documents