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.
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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.
In a statutory merger,
A. Only known assets and liabilities are automatically transferred to the buyer.
B. Only known and unknown assets are transferred to the buyer.
C. All known and unknown assets and liabilities are automatically transferred to the buyer except for those the seller agrees to retain.
D. The total consideration received by the target's shareholders is automatically taxable.
E. None of the above.
Which of the following may be used as acquisition vehicles?
A. Partnership
B. Limited liability corporation
Corporate shell
D. ESOP
E. All of the above
Which of the following should be considered important components of the deal structuring process?
A. Legal structure of the acquiring and selling entities
B. Post closing organization
C. Tax status of the transaction
D. What is being purchased, i.e., stock or assets
E. All of the above
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