John is the CEO and chairman of ABC Corp. He entered into an agreement to merge his company with XYZ Corp. In return, shareholders of ABC will receive XYZ shares as payment, which have a slightly higher market value. One of the following procedures is the least likely to apply in this scenario. Please identify it.

1. ABoth boards need to call a meeting properly and approve this transaction.
2. BShareholders in both companies need to convene, with a quorum, to examine the details of the merger agreement and approve it.
3. CFor those shareholders who do not agree to the ratio of the shares exchange, they may turn to the court and ask it to repudiate the transaction.
4. DAs the CEO and chairman, John is not required to excuse himself from voting at the shareholder meeting automatically, unless he has a conflict of interest that could result in a possible breach of fiduciary responsibility.

正解 C — For those shareholders who do not agree to the ratio of the shares exchange, they may turn to the court and ask it to repudiate the transaction.

出處:108 年專門職業及技術人員高等考試律師考試第一試、公務人員特種考試司法官考試第一試 ·「綜合法學(二)・商事法」第 61 題(本卷 70 題,涵蓋公司法、保險法、票據法、證券交易法、強制執行法、法學英文) · 科目:法學英文 · 考試日 108 年 8 月 3 日

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