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All of the following are shareholder rights EXCEPT


A) the right to manage the firm.
B) the right to vote.
C) the right to information.
D) the right to dissent.

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

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If a court determines that a manager's corporate decision amounted to self-dealing,


A) the business judgment rule will not apply.
B) the transaction being challenged will be automatically voided.
C) the manager is automatically personally liable to the corporation.
D) the manager will automatically be fired.

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

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Quick Supply House breached a contract with MegaCorp. The breach resulted in the loss of a great deal of money to MegaCorp. The board of directors for MegaCorp vote not to sue the supply house since it believes the legal costs would be more than it would probably recover. If a group of shareholders wish to sue the supply house, this would


A) be a type of direct lawsuit.
B) have to be a derivative lawsuit.
C) be a settlement lawsuit.
D) be an SEC lawsuit.

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

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The lawyer who forms the corporation cannot legally serve as its incorporator.

A) True
B) False

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Discuss the purposes of the business judgment rule.

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The business judgment rule is designed t...

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Courts are sympathetic to managers acting in the best interests of the corporation, even when the acts are illegal.

A) True
B) False

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When can shareholders sue a corporation directly?


A) only if their own rights have been violated
B) only if the corporation has been wronged
C) only if they hold at least 10 percent of company stock
D) at any time they wish

E) None of the above
F) All of the above

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Who elects the officers of a corporation?


A) the agents
B) the shareholders
C) the incorporators
D) the directors

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

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A derivative lawsuit is filed by a shareholder of the corporation if his or her own rights have been harmed.

A) True
B) False

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The person who creates a corporation is called the


A) promoter.
B) partner.
C) agent.
D) incorporator.

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

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The executives of Jornaginn Corporation have decided they need to sell 50,000 additional shares of stock to finance their expansion plans. The executives


A) cannot sell that many shares unless they were authorized initially in the corporate charter.
B) can sell as many shares as the market will bear.
C) are limited by the number of shares authorized in the corporate charter, but this number can be increased by amending the charter and paying a fee.
D) can sell the shares only if the shares have a par value which is close to the current market price.

E) A) and B)
F) C) and D)

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Who signs the charter and files it with the secretary of state?


A) the incorporator
B) the chairman of the board
C) the promotor
D) the company president

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

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Discuss how a corporation is terminated.

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Ordinarily, terminating a corporation is...

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Overall, directors get paid very little for the amount of work they perform.

A) True
B) False

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Carey decided to incorporate her business under the name yStar Inc. Before yStar was incorporated, Carey signed a contract in the name of yStar, Inc. to have some office space remodeled. Which statement is correct?


A) yStar is liable on the contract because the contract was signed in its name.
B) yStar becomes liable on the contract as soon as it is incorporated.
C) yStar is liable on the contract if the contractor knows that the corporation does not yet exist.
D) yStar will be liable on the contract only if the corporation adopts the contract.

E) All of the above
F) None of the above

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Mike is planning on incorporating his business in the state of Delaware. Which of the following regarding the name of Mike's business is TRUE?


A) He will be able to use the words "Association" or "Institute" in his company name.
B) He will not be able to use abbreviations (such as Inc. or Corp.) in his company name.
C) His company name will not have to include one of the following words: Corporation, Incorporated, Company or Limited.
D) His company name can be the same as another corporation that already exists in Delaware.

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

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Under the Model Act, a corporation must have at least one director unless all shareholders agree to eliminate the board or the corporation has fewer than _____ shareholders.


A) 10
B) 25
C) 50
D) 100

E) B) and C)
F) A) and D)

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A director violates the corporate opportunity doctrine if he or she competes with the corporation, unless the disinterested directors approve of the director's actions.

A) True
B) False

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Which of the following is the most appropriate term to use when describing management's duty to its shareholders?


A) official duty
B) legal duty
C) fiduciary duty
D) statutory duty

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

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A "fundamental change" in a corporation would be illustrated by


A) E-prise, Inc. merging with Vitta Corporation.
B) E-prise electing new members to the board.
C) Vitta Corporation adding a new product to its product line.
D) Vitta Corporation setting the date for its annual meeting.

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

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