Which of the following is not true of mergers?
A. Liabilities and assets transfer automatically
B. May be subject to transfer taxes.
C. No minority shareholders remain.
D. May be time consuming due to need for shareholder approvals.
E. May have to pay dissenting shareholders appraised value of stock
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Which of the following are disadvantages of an asset purchase?
Asset write-up
B. May require consents to assignment of contracts
C. Potential for double-taxation of buyer
D. May be subject to sales, use, and transfer taxes
E. B and D
Which of the following is a disadvantage of balance sheet adjustments?
A. Protects buyer from eroding values of receivable before closing
B. Audit expense
C. Protects seller from increasing values of receivables before closing
D. Protects from decreasing values of inventories before closing
E. Protects seller from increasing values of inventories before closing
Which of the following are commonly used to close the gap between what the seller wants and what the buyer is willing to pay?
A. Consulting contracts offered to the seller
B. Earn-outs
C. Employment contracts offered to the seller
D. Giving seller rights to license a valuable technology or process
E. All of the above.
Which of the following is not a characteristic of a joint venture corporation?
A. Profits and losses can be divided between the partners disproportionately to their ownership shares.
B. New investors can become part of the JV corporation without having to dissolve the original JV corporate structure.
C. The JV corporation can be used to acquire other firms.
D. Investors' liability is limited to the extent of their investment.
E. The JV corporation may be subject to double taxation.
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