Exam 28: Corporate Governance and Sarbanes-Oxley Act

If a shareholders' annual meeting is not held within either twelve (12)months of the last annual meeting,or six (6)months after the end of the corporation's fiscal year,a shareholder may petition the court to order the meeting held.

A board of directors acts by adopting ________.

The only management duty shareholders have is the right to vote on matters such as the election of directors and the approval of fundamental changes in the corporation.

Absent an agreement to the contrary,a corporate officer can be removed by the board of directors any time the removal is deemed to be in the corporation's best interest.

Which of the following describes a shareholder's preemptive rights?

Which of the following is true about meeting the quorum requirement at a corporate shareholders' meeting?

In connection with a shareholder agreement to restrict the transfer of stock,how does a "right of first refusal" work?

Shareholders may enter into agreements with one another to prevent unwanted persons from becoming owners of the corporation.

The document by which a shareholder grants another person the right to vote his or her shares at a shareholders' meeting is called a(n):

The goals of the Sarbanes-Oxley Act are to improve corporate governance rules,eliminate conflicts of interest,and instill confidence in investors and the public that management will run public companies in the best interests of all constituents.

Which of the following is true about the required notice for shareholders' meetings?

In order to vote shares at a shareholders' meeting,a person must own the shares as of the:

Under the cumulative method of voting,a stockholder must vote all his or her votes for one candidate.

In terms of notice of a special shareholders' meeting,the purpose of the meeting need not be disclosed.

Shareholders are agents of the corporation.

Corporations are required to hold shareholders' meetings at least:

Stableblades,Incorporated holds a patent on an inline skate that differs from others on the market in that it has two rows of wheels.These skates are not quite as fast as regular inline skates,but are much more stable,and are designed for older persons and persons who skate only occasionally.Mary is a shareholder of Stableblades.Stableblades has been selling this product for several years,and there are no similar products on the market.Twice in the past few years,Stableblades has threatened litigation over patent infringement,ands its legal assertiveness prevented many competitors from introducing similar products.Recently,however,another competitor actually introduced a similar product that Mary believes infringes on Stableblades' patent.Mary has tried to get the Stableblades Board of Directors to take action,but it refuses to do so.Mary suspects that some of the board members would like to be elected to the competitor's board of,and this is the reason for their inaction.Explain Mary's options in this situation,and whether the actions of the board would be protected.

A provision in the articles of incorporation or the bylaws of a corporation requiring a greater-than-majority of shares to constitute a quorum is called a supermajority voting requirement.

According to the Sarbanes-Oxley Act,if a public company is required to restate its financial statements because of material non-compliance with financial reporting requirements,the CEO and CFO must reimburse the company for any bonuses,incentive pay,or securities trading profits made because of the noncompliance.

An agreement among shareholders to restrict the ability to sell their shares is considered to be an unreasonable restriction on the ownership of stock,and therefore against public policy.