Exam 29: Corporations

Loraine is a shareholder of Taley Corp.She would like to inspect and copy the company's minute book,accounting records,and shareholder lists.Under what circumstances is Loraine allowed to inspect or copy corporate records?

Alex is a director of ABC,Inc.Alex wants to personally make a major purchase from Bravo Co.If it knew of the opportunity,ABC might be also interested in making that same purchase.Alex must:

MegaCorp purchased 10,000 shares of its own stock that had previously been owned by private investors.The stock MegaCorp repurchased is called:

Who establishes executive compensation?

Recent legislation has stipulated that boards of directors should be made up of more independent directors who are less likely to simply go along with whatever the CEO wants.

Terminating a corporation is a three-step process:dissolution,winding up,and termination.

What are some of the advantages for a business to incorporate in Delaware?

Jenny is an officer of a corporation.She made a difficult business decision.When challenged about her decision,the court ruled she had acted in good faith and that the business judgment rule applied.As such:

Zach decided to incorporate his business under the name of "Zamm." In addition to "Zamm," the Model Act requires that Zach include one of the following words:"corporation," "incorporated," "limited," or "company" or an abbreviation thereof.

The Model Business Corporation Act states:"All corporate powers shall be exercised by or under the authority of,and the business and affairs of the corporation managed by or under the direction of its:

In a derivative lawsuit,the named plaintiff:

What is the definition of the business judgment rule? Discuss its purposes.

Corporate managers serve only one master,which is the best interest of the shareholders.

In either a derivative lawsuit or a direct shareholder lawsuit,any proceeds awarded by the court must be paid to the corporation,not the shareholders themselves.

Under the Model Act,who has the right to call a special meeting of the shareholders to vote on an emergency issue that cannot wait until the next annual meeting?

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

Who has the right to manage the business of a corporation?

Directors have the authority to manage the corporate business.

Under corporate law,a corporation that officially states its purpose is "to engage in any lawful activity for which corporations may be organized under the General Corporation Law of Idaho" is too broad.A corporation's purpose must be more narrowly defined.

What is meant by the term "piercing the corporate veil"?