B-1
ALTERNATE CASE PROBLEM ANSWERS
CHAPTER 41
MERGERS AND TAKEOVERS
41-1A. Corporate dissolution
Robert would not be able to force the corporation into involuntary dissolution, but he could
receive some other equitable relief. A minority shareholder is “frozen out” when he or she is not
allowed to participate in the corporation because of actions by the majority shareholders. In
small, family-operated close corporations, shareholders seldom elect to have dividends declared
because of the double tax implications involved. Normally, the owners will work for the corpora-
41-2A. Involuntary dissolution
Yes. Albert should succeed in having the corporation dissolved and liquidated. Ordinarily,
dissension between the shareholders of a corporation is not sufficient to order the dissolution of
the corporate entity. There must be fraud or misrepresentation upon the state in procuring a
B-2 APPENDIX B: ALTERNATE CASE PROBLEM ANSWERS—CHAPTER 41
41-3A. Sale of assets
The trial court granted summary judgment in favor of the manufacturer and the appellate court
upheld the judgment, holding that there was no continuity of ownership between CMM and
41-4A. Purchase of assets
The trial court granted the seller’s motion for summary judgment, the appellate court reversed,
and on further appeal, the state’s highest court reversed the intermediate appellate court’s
41-5A. Purchase of assets
The Florida trial court granted summary judgment in favor of all defendants, including Glade and
Grove. On appeal, the Florida District Court of Appeal affirmed that part of the lower court’s
41-6A. Appraisal rights
The Superior Court of Connecticut held that statutory appraisal rights were the exclusive remedy
for the shareholders dissenting from the merger and dismissed the suit. The court quoted from
41-7A. Corporate dissolution
Equipto moved for summary judgment. The Washington state trial court granted Equipto’s
motion. Yarmouth appealed. The state appellate court affirmed. J&R, and any corporation that
41-8A. Dissolution
The court granted Aisha’s request for dissolution of Hina, but a state intermediate appellate
court reversed this order and dismissed the petition, because, in the court’s view, Aisha had
filed her suit under the wrong New York state statute. The court pointed out that under that
B-4 APPENDIX B: ALTERNATE CASE PROBLEM ANSWERS—CHAPTER 41
41-9A. Successor liability
Generally, a corporation that buys or otherwise acquires the assets of a second corporation
does not assume the debts and liabilities of the second corporation. There are four exceptions.
41–10A. Dissolution
The court issued a judgment that included an order to dissolve Mahaffey’s. On appeal, a state
intermediate appellate court upheld the lower court’s order. The appellate court pointed out that
under the applicable Ohio state statute, “to affirm the decision of the trial court ordering the