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If corporate directors fail to sue when the corporation has been harmed by an individual, another corporation, or a director, individual shareholders can file a[n] _______________ on behalf of the corporation.


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

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

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A corporation is a[n] _______________ corporation in states in which it conducts business but is not incorporated.


A) Visiting
B) Foreign
C) Interstate
D) Intrastate
E) Approved

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

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Reference - Kite Sales. Wendy is president of a business that manufactures kites. The kites of her company, ABC Kites, are sold to large toy stores. After Wendy learned a great deal about kites, she started to make kites at home and to promote them to large toy stores. She also started selling kites to friends. Some of the directors learned about her kite sales and accused her of wrongdoing. Wendy denied any wrongdoing. What duty, if any, did Wendy violate?


A) She did not commit any violation.
B) She violated the duty of loyalty.
C) She violated the duty of care.
D) She violated the duty of understanding.
E) She violated the duty of profit maximization.

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

Correct Answer

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A shareholder may not be held personally liable to a corporation for receiving watered stock.

A) True
B) False

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Generally, a quorum of shareholders exists when shareholders holding more than _______________ percent of the outstanding shares are present.


A) 80
B) 70
C) 60
D) 50
E) 25

F) All of the above
G) A) and E)

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While ordinary decisions made by directors require a _______________ vote, more important decisions sometimes require a _______________ vote.


A) Majority; two-thirds
B) Majority; three-fourths
C) Two-thirds; three fourths
D) One-third; majority
E) Majority; unanimous

F) All of the above
G) A) and E)

Correct Answer

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Which of the following is false regarding a nonprofit corporation?


A) A nonprofit corporation may not earn profits.
B) Nonprofit corporations do not have shareholders.
C) An objective of a nonprofit corporation is not to earn profit.
D) Nonprofit corporations do not issue stock.
E) Churches and charitable organizations are examples of nonprofit corporations.

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

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Which of the following occurs when a target corporation offers to buy its shareholders' stock?


A) A self-tender offer
B) A leveraged buyout
C) A cross-tender offer
D) A challenge-tender offer
E) An illegal tender offer

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

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Federal securities law does not require that target corporations assist aggressors in any way.

A) True
B) False

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Which of the following in the corporate formation process provides basic information about the corporation?


A) The articles of subscription
B) The agreement to promote
C) The agreement to subscribe
D) The agreement to incorporate
E) The articles of incorporation

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

Correct Answer

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Which of the following is a right of corporate directors?


A) The right of compensation
B) The right of participation
C) The right of inspection
D) The right of indemnification
E) All of these

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

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Which of the following is a corporation that has not substantially met the requirements of the state incorporation statute, but courts recognize it as a corporation for most purposes to avoid unfairness to third parties who believed it was properly incorporated?


A) A de jure corporation
B) A de facto corporation
C) A corporation by estoppel
D) A corporation by reservation
E) None of these because an alleged corporation that has not substantially complied with state requirements for incorporation is not considered a corporation at all although it may be considered a partnership in order to protect innocent parties.

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

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Which of the following is a form of self-dealing?


A) Business self-dealing
B) Personal self-dealing
C) Corporate self-dealing
D) Business self-dealing, personal self-dealing, and corporate self-dealing
E) Business self-dealing and personal self-dealing, but not corporate self-dealing

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

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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) Preemptive shares
B) Share allowances
C) Allocated shares
D) Stock warrants
E) None of these because such a practice is illegal under federal securities laws

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

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Consolidations today are rare.

A) True
B) False

Correct Answer

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Which of the following is generally true regarding management of a corporation?


A) Shareholders do not participate in corporate management.
B) Shareholders elect a board of directors.
C) The board of directors selects officers to manage the day-to-day business of the corporation.
D) Shareholders do not participate in corporate management, shareholders elect a board of directors, and the board of directors selects officers to manage the day-to-day business of the corporation.
E) Shareholders do not participate in corporate management and shareholders elect a board of directors, but shareholders select officers to manage the day-to-day business of the corporation.

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

Correct Answer

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Owners of which of the following types of stock enjoy preferences with respect to assets and dividends?


A) Acknowledged
B) Complex
C) Simple
D) Preferred
E) Common

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

Correct Answer

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When do corporations commit ultra vires acts most frequently?


A) When they create contracts outside the scope of their powers.
B) When they hire incompetent managers.
C) When they hire employees with criminal backgrounds.
D) When they refuse to declare dividends.
E) When they refuse to declare a stock split.

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

Correct Answer

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Reference - Self-Centered President. Tina is the new president of "We ManageYou," a corporation set up to manage physician practices. Tina has never been very concerned with minority shareholders because she does not believe that they have any influence over the company because they cannot even elect a director. She is told, however, that the corporation has a practice of cumulative voting. An election is coming up in which 10 directors will be elected. Minority shareholders own 2,000 shares while majority shareholders own 8,000 shares. Tina tells her vice president, George, that she wants to ignore minority shareholders and focus her interests on majority shareholders and the directors. She also tells George that she wants to be particularly conscientious toward directors because the directors appoint officers, and she does not believe that she owes any actual duties to shareholders. She further orders George to destroy some documents subpoenaed in a criminal investigation against the company for illegal tax evasion. When George protests, Tina tells him not to worry because officers cannot be held responsible for criminal actions so long as the actions are done as part of the duties of an officer. She explains to him that only the corporation can be charged with liability in such cases. Is Tina correct in that officers cannot be held criminally responsible for their actions on behalf of a corporation?


A) Yes, she is correct.
B) She is correct only so long as the corporation is solvent.
C) She is correct only if the board of directors has accepted all liability for acts of officers.
D) She is correct only if environmental or employment matters are involved.
E) She is incorrect.

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

Correct Answer

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Set forth the ways discussed in the text in which the directors and officers of Enron failed in their duty of care.

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The directors and officers failed in the...

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