OR Bar Business Associations 5

Question 1

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

Accepted Answer

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

Answer

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

Question 2

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

Accepted Answer

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

Answer

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.

Question 3

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

Accepted Answer

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

Answer

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

Question 4

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

Accepted Answer

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

Answer

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

Question 5

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

Accepted Answer

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

Answer

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.

(OR Bar) Oregon Bar Exam Practice Test

(OR Bar) Oregon Bar Exam Practice Test

OR Bar Business Associations 5