Business Associations Flashcards

Under Oregon law, what vote is typically required for a merger of a business corporation?

Answer: Board recommendation plus approval by a majority of shares entitled to vote

A merger generally requires a board recommendation plus approval by a majority of shares entitled to vote, following the MBCA approach adopted in Oregon.

A shareholder who dissents from a merger and properly perfects appraisal rights is entitled to:

Answer: Receive the fair value of shares determined by the court, not the merger price

A shareholder who perfects appraisal rights is entitled to court-determined fair value of shares as of the merger date, which may differ from the merger consideration.

Which of the following events triggers the winding up of a general partnership under the Uniform Partnership Act?

Answer: Any partner's express will to dissolve, if the partnership is at-will

In an at-will general partnership, any partner's express will to dissolve immediately triggers dissolution and the right to wind up partnership affairs.

Under the Oregon Business Corporation Act, a shareholder's right to inspect corporate books and records requires:

Answer: A proper purpose related to the shareholder's interest as a shareholder

Shareholders have a right to inspect records for a proper purpose, meaning one reasonably related to their legitimate interest as a shareholder.

An LLC member seeks to dissolve the LLC judicially in Oregon. A court may order dissolution when:

Answer: It is not reasonably practicable to carry on the LLC's business in conformity with the operating agreement

Courts may judicially dissolve an LLC when it is not reasonably practicable to carry on business in conformity with the operating agreement, such as when there is deadlock or the purpose can no longer be achieved.

In a short-form merger where a parent corporation owns 90% or more of a subsidiary, Oregon law generally:

Answer: Permits the merger without a vote of the subsidiary's shareholders, but dissenting shareholders retain appraisal rights

Short-form mergers do not require a shareholder vote of the subsidiary, but minority shareholders who dissent are entitled to seek appraisal and receive fair value.

A corporation is involuntarily dissolved by the Oregon Secretary of State for failure to file an annual report. A creditor then seeks to hold the directors personally liable for corporate debts incurred after dissolution. Under Oregon law, director liability is most likely when:

Answer: Directors had actual knowledge of the dissolution and continued to operate the business without curing it

Directors who knowingly continue to conduct business after administrative dissolution without taking steps to cure or wind up can face personal liability for obligations incurred during that period.