MN Bar Business Organizations and Corporations 3

Question 1

Under Minnesota corporate law, a merger between two corporations is effective upon:

Accepted Answer

Filing articles of merger with the Secretary of State

Answer

Under Minn. Stat. § 302A.641, a merger becomes effective when the articles of merger are filed with the Minnesota Secretary of State.

Question 2

Under the Minnesota Revised Uniform Limited Liability Company Act, unless otherwise provided in the operating agreement, voting rights are allocated:

Accepted Answer

Equally, one vote per member

Answer

Under Minn. Stat. § 322C.0407, absent an operating agreement provision, each member has one vote, regardless of the size of their interest.

Question 3

Under Minnesota law, apparent authority of an agent to bind a principal arises when:

Accepted Answer

The principal's conduct leads a third party to reasonably believe the agent is authorized

Answer

Apparent authority arises when the principal's words or conduct cause a third party to reasonably believe the agent has authority, even if no actual authority was granted.

Question 4

Under Minnesota law, a non-compete agreement in an employment context is enforceable if:

Accepted Answer

It is reasonable in scope, geographic area, and duration, and supported by adequate consideration

Answer

Minnesota courts enforce non-compete agreements that are reasonably limited in duration, geography, and scope and are supported by adequate consideration such as initial employment or a raise.

Question 5

Under the Minnesota Business Corporation Act, cumulative voting for directors:

Accepted Answer

Allows shareholders to concentrate votes to elect at least one director representing minority interests

Answer

Cumulative voting, if authorized, allows a shareholder to multiply their votes by the number of directors to be elected and concentrate all votes on one candidate, giving minority shareholders representation.

MN Bar - Minnesota Bar Exam Practice Test

MN Bar - Minnesota Bar Exam Practice Test

MN Bar Business Organizations and Corporations 3