Business Organizations and Corporations Flashcards

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

Answer: Filing articles of merger with the Secretary of State

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

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

Answer: Equally, one vote per member

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

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

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

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.

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

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

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.

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

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

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.

Under Minnesota law, when a corporation dissolves voluntarily, its assets must be distributed in which order?

Answer: Creditors first, then any remaining assets to shareholders

Upon dissolution, a corporation must first pay or provide for all corporate debts and liabilities, and only then distribute remaining assets to shareholders in accordance with their rights.