Commercial Law, 2012 Bar — Question VIII

ESSAY

AAA Corporation is a bank. The operations of AAA Corporation as a bank were not doing well. So, to avert any bank run, AAA Corporation, with the approval of the Monetary Board, sold all its assets and liabilities to BBB Banking Corporation which includes all deposit accounts. In effect then, BBB Corporation will service all deposits of all depositors of AAA Corporation. a) Will the sale of all assets and liabilities of AAA Corporation to BBB Banking Corporation automatically dissolve or terminate the corporate existence of AAA Corporation? Explain your answer. (5%) b) What are the legal requirements in order that a corporation may be dissolved? (5%)

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