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Source Mergers and Dissolution Complete Wisconsin Bar Exam Topic Index List Matched to this deck.

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During winding up, directors of a dissolved corporation know about a disputed landlord claim but distribute nearly all cash to shareholders.
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Shareholders always take dissolved-corporation assets free of any obligation to return improper distributions. The directors should make reasonable provision for the known claim before distributing remaining assets to shareholders. A dissolved corporation has no ability to pay creditors once dissolution papers are filed. Because the claim is disputed, the directors must ignore it and distribute all cash to shareholders immediately.

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