Exam 35: Management Structure of Corporations

One of the fiduciary duties of directors is the duty not to compete with the corporation. They may pursue their own business interest, but they may not:

What are some of the matters involving fundamental changes in the corporation and requiring shareholder approval?

Directors are elected at the annual meeting of shareholders.

The type of authority that arises from acts of the corporation that lead third parties to believe reasonably and in good faith that an officer has the requisite authority is:

Determining the names of other shareholders in order to communicate with them about corporate affairs is a "proper purpose" for a shareholder to inspect the books and records of a corporation.

Ace Corporation requires a quorum of five directors. If Richard, a director, shows up at the meeting for a vote on his favorite topic (dividends) and withdraws thereafter, leaving only four directors, they, under the Revised Act, may not act on any further business.

The board of directors generally manages the day-to-day affairs of the company.

The minimum number of board members necessary to be present at a meeting in order to transact business is known as:

Members of the board of directors may not determine their own compensation.

Some publicly held corporations have used supermajority shareholder voting requirements to defend against hostile takeover bids.

The articles of incorporation, incorporation statute, and bylaws set the number of directors.

Explain the reasons why the accountability of the management of a corporation is a cultural issue.

Incorporation statutes generally require that each share of stock issued carry voting rights.

Which of the following is/are director(s) in publicly held corporations?

A shareholders' written agreement, unlimited in duration, to vote in a specified manner for the election of directors is a voting trust.

The Statutory Close Corporation Supplement has relaxed most of the nonessential corporate formalities.

The members of the board of directors are trustees of the corporation.

Only the board of directors may approve fundamental changes in the corporation.

If the board delegates to a committee its duty to select a new company president:

Which of the following is untrue about a corporation's ratification of an act of an officer?