CHAPTER 8 Corporate Books and Records

1. What are the different books and records that should be kept by a private corporation?
2. What are the rights of stockholders to corporate books and records?
3. T/F. The records of all business transactions of the corporation and the minutes of any
meetings shall be open to inspection by any director, trustee, stockholder or member of the
corporation at reasonable hours on business days and he may demand, in writing, for a copy
of excerpts from said records or minutes, at his expense.
4. T/F. The records may be kept in any place.
5. T/F. Within fifteen days from receipt of a written request of any stockholder or member, the
corporation shall furnish to him its most recent financial statement, which shall include a
balance sheet as of the end of the last taxable year and a profit or loss statement for said
taxable year, showing in reasonable detail its assets and liabilities and the result of its
operations.
6. T/F. The right to inspection must be exercised only during reasonable business hours.
7. T/F. The person demanding the right must not improperly use any information obtained
through any previous examination of the books and records of the corporation.
8. T/F. Trade secrets are also subject to inspection.
9. T/F. The stockholders of the parent company can inspect the books of its wholly-owned
subsidiary corporation.
10. T/F. The stockholders of the subsidiary can inspect the books of the parent company.

CHAPTER 9 Merger and Consolidation

11. What are the common forms of corporate combinations?

12. What is the procedure for effecting a plan of merger or consolidation?
13. The constituent corporations shall become a single corporation which, in case of merger,
shall be the surviving corporation designated in the plan of merger; and, in case of
consolidation, shall be the consolidated corporation designated in the plan of consolidation.

CHAPTER 10 Appraisal Right

1. What is appraisal right?

2. What are the instances when appraisal right available?
3. How is appraisal right exercised?
a. T/F. By making a written demand on the corporation within fifteen days after the
date on which the vote was taken for payment of the fair value of his shares.
b. T/F. Failure to make the demand within the allowed period shall be deemed a waiver
of the appraisal right.
c. T/F. If the proposed corporate action is implemented or affected, the corporation
shall pay to such stockholder, the fair value thereof as of the day after the date on
which the vote was taken, including any appreciation or depreciation in anticipation
of such corporate action.
d. T/F. upon payment by the corporation of the agreed or awarded price, the
stockholder shall forthwith transfer his shares to the corporation.
e. T/F. No payment shall be made to any dissenting stockholder unless the corporation
has unrestricted retained earnings in its books to cover such payment.
4. What should be done if within a period of sixty days from the date the corporate action was
approved by the stockholders, the withdrawing stockholder and the corporation cannot
agree on the fair value of the shares?
5. T/F. From the time of demand for payment of the fair value of the stockholder’s shares until
either the abandonment of the corporate action involved or the purchase of the said shares
by the corporation, all rights accruing to such shares, including voting and dividend rights,
shall continue until before payment.
6. T/F. If the dissenting stockholder is not paid the value of his shares within 30 days after the
award, his voting and dividend rights shall immediately be restored.
7. When does the right to payment ceases?
8. Who shall bear the cost of appraisal?