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There is no minimum number of directors who must be present at a directors meeting in order for decisions to be valid.

A) True
B) False

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In the Case Opener,a majority shareholder voted to award a bonus to her son,the president of the company,over the objection of minority shareholders.Which of the following was the result on appeal?


A) That in awarding the bonus,the majority shareholder violated the duty of care she owed to the company.
B) That the majority shareholder was guilty of no violation in awarding the bonus.
C) That in awarding the bonus,the majority shareholder violated the duty of loyalty she owed to the company.
D) That the majority shareholder's vote to award the bonus would be upheld only if she submitted additional proof that the bonus was deserved.
E) That in awarding the bonus,the majority shareholder violated the business judgment rule.

F) A) and D)
G) A) and E)

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Directors or officers who violate their duty of loyalty are self-dealing.

A) True
B) False

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Which of the following may be redeemed for a certain number of shares at a specified price within a given time period?


A) Share allowances
B) Stock warrants
C) Preemptive shares
D) Allocated shares
E) Share grants

F) C) and D)
G) B) and E)

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Jamira was hired by the board of directors to run the day-to-day business of a corporation.She is an agent of the corporation.Jarmia's role can best be described as an) ________.


A) Director.
B) Outside director.
C) Affiliated director.
D) Officer.
E) Shareholder.

F) D) and E)
G) C) and E)

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A director of a corporation knowingly releases a dangerous drug with the knowledge that 10 percent of those who take the drug will die.He illegally falsifies testing data to get the drug approved.Which of the following is true of his liability?


A) He cannot be held responsible if the board of directors approved the release of the drug.
B) He can be held personally responsible for his crimes.
C) He can be held personally responsible only if the company was not a C-corporation.
D) He cannot be held responsible for his actions because the corporation released the drug.
E) He cannot be held responsible unless he was at least the executive vice president.

F) C) and D)
G) All of the above

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If a director has caused harm to the business by violating a fiduciary duty,a shareholder can file a direct suit against the director.

A) True
B) False

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The text case Patrick v.Allen discussed whether the business judgment rule exempted directors of a corporation from liability for renting land to a private golf course,of which several directors were members,at a price sufficient to cover only property taxes.Which of the following was the result?


A) That the business judgment rule applied to shield the directors from liability because the directors received no money directly from the golf course.
B) That while the business judgment rule applies to directors,it did not apply to provide protection to the directors because they stood to benefit personally.
C) That the directors could not benefit from the rule because the business judgment rule applies to officers,not directors.
D) That the business judgment rule applied to shield the directors from liability because the transaction was properly recorded on the company's books and not hidden.
E) That the business judgment rule applied to shield the directors from liability because no fraud was involved in the transaction.

F) A) and E)
G) C) and D)

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Under which of the following should Michael and the board of directors defend themselves in an action brought by shareholders for harming the corporation?


A) The rule of corporate integrity.
B) The superior judgment rule.
C) The research and investigation rule.
D) The business judgment rule.
E) There is no defense.

F) A) and E)
G) A) and D)

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Under the Revised Model Business Corporation Act,how long do proxies last if they are not withdrawn?


A) One year
B) Sixteen months
C) Eleven months
D) Two years
E) Nine months

F) C) and E)
G) B) and E)

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In most states,a corporation's bylaws can negate preemptive rights.

A) True
B) False

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Regarding the liability of Simone,if any,for purchasing the stock at below its fair market value,which of the following is true?


A) She is liable for double the stated corporate value of the stock in addition to any price she already paid.
B) She is liable for the stated corporate value of the stock in addition to any price she already paid.
C) She is liable for paying the difference between the price she paid for the shares and the stated corporate value of the shares.
D) She is liable for paying the difference between the price she paid for the shares and the stated corporate value of the shares plus a $10,000 penalty.
E) If the board wanted to offer it to her,they had that right,and there is no consequence to Simone.

F) A) and E)
G) A) and D)

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The three main groups of individuals within a corporation are directors,bondholders and customers.

A) True
B) False

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Stock such as that issued to Simone is called which of the following?


A) Watered stock
B) Less-value stock
C) No-par stock
D) Unapproved stock
E) Reduced stock

F) None of the above
G) A) and E)

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When a shareholder sues,alleging that he has suffered damages caused by the corporation,it is known as which of the following?


A) Shareholder derivative suit
B) Shareholder's direct suit
C) Active allocation suit
D) Shareholder action suit
E) Investigative action

F) B) and D)
G) A) and B)

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Daily management of a corporation is the direct responsibility of the shareholders.

A) True
B) False

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Jose has an ownership interest in TY Corporation,but he is not involved in day-to-day operations.Jose can best be described as an) ________.


A) Shareholder.
B) Outside director.
C) Affiliated director.
D) Director.
E) Officer.

F) A) and D)
G) A) and E)

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How is the number of corporate directors determined?


A) According to the amount of profit projected by incorporators for the first year.
B) According to the corporate articles or bylaws.
C) By vote of the stockholders.
D) In the discretion of the president of the corporation.
E) According to the number of shares issued.

F) B) and E)
G) B) and C)

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Is Allison correct that she owes no duties to shareholders?


A) No,she is incorrect because she owes a duty of care to shareholders although she owes no other duties.
B) No,she is incorrect because she owes a duty of loyalty to shareholders although she owes no other duties.
C) Yes,she is correct because it is the directors who owe duties to shareholders.
D) She is partially correct.She owes both a duty of care and a duty of loyalty to minority shareholders,but no duties to majority shareholders because the law assumes that they have the power to protect their own interests.
E) No,she is incorrect because she owes both a duty of care and a duty of loyalty to shareholders.

F) None of the above
G) A) and E)

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In the text case Auerbach v.Bennett a shareholder brought a derivative action after an internal audit of the GTE Corporation suggested that the corporation's management had paid significant amounts in bribes and kickbacks over a period of several years.Which of the following was the result on appeal?


A) The court ruled that the business judgment rule shielded the lawsuit insofar as foreign wrongdoing was alleged,but not for wrongdoing committed in the U.S.
B) The court ruled that the business judgment rule exempted the directors from liability unless the shareholder could establish that the shareholders lost money on account of their actions.
C) The court ruled that the business judgment rule exempted the directors from liability only so long as the directors could establish that the shareholders did not lose money on account of their actions.
D) The court ruled that the business judgment rule did not apply because illegality was involved and that the corporation was,therefore,liable.
E) The court ruled that the business judgment rule exempted the directors from liability.

F) B) and C)
G) A) and E)

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