This section is from the book "Problems In Private Finance", by Charles W. Gerstenberg. See also: The Private Equity Edge: How Private Equity Players and the World's Top Companies Build Value and Wealth.
1. Is it easier to consolidate two companies, or to accomplish the same purpose by the sale of all the assets of one company to the other? What difference is there between the two methods of forming intercorporate relations, as far as the rights and liabilities of stockholders and creditors are concerned? (B. C. L. of N. Y.. Sec. 7-11; S. C. L. of N. Y., Sec. 16-17; N. J., 104-105 and 31.)
2. A and B, partners, sell out their business to A-B Company, taking in payment all the stock of the company.
(a) What rights have the creditors of the partnership?
(b) If the partners, after acquiring the stock, gratuitously transferred it to their wives, would your answer be different?
(c) Would they have any additional rights if the stock were turned over directly to the wives of the partners?
3. What does the Boston Elevated Railroad Company pay the West End Street Railway Company as rent? (pp. 555-569.)
4. What basis of rent would you suggest as equitable in case the landlord were the owner of a copper mine to be operated by the tenant?
5. In the absence of a specific contract, is the lessee bound to pay interest on the lessor's bonds?
6. Should the lessee contract or agree to pay the interest on the bonds of the lessor company as part of the rent? Why?
7. Is the rent paid by the Boston Elevated Railway Company a fixed financial charge? How is it treated in the reports of railroads? (See pp. 625, 666, 1010.)
8. If the Boston Elevated Railroad Company were to improve the property, who would own the improvements at the termination of the lease, in the absence of any special agreement?
9. Explain in detail how "permanent additions, alterations and improvements"to the lessor's property are financed under the West End Street Railway lease. (pp. 560-1.)
10. What covenants are contained in the Boston Elevated and West End Street Railway lease providing against manipulation of the landlord's property by the tenant? (p. 562.)
11. In computing the per-mile capitalization of the New York. New Haven and Hartford for the purpose of comparing it with a similar railroad, would you add the capitalization of the leased lines to the capitalization of the N. Y., N. H. and H., or would you add the capitalized rentals? (p. 725.)
12. A small gas company is serving a suburban community. Part of its territory is annexed to a city in which low rates prevail. What should the company do to protect itself?
13. Fifty-one per cent of the stockholders in interest of corporations A and B are desirous of consolidating the business; but the other forty-nine per cent object. May the majority effect the desired result in any other way? (See Beverage v. N. Y. Elevated R. R. Co., 112 N. Y. 1; N. J. Corp. Law, Sec. 133.)
14. Company A leased Company B's property for forty years at an annual rental of eight per cent on the $1,000,000 capital stock of B. The present appraised value of B's property is $2,500,000. Company A is now in need of permanent capital of $500,000, but finds that it has mortgaged all the property it owns outright, and that its credit is not strong enough to borrow on debenture bonds. What would you suggest?