Exam 37: Corporate Governance and the Sarbanes-Oxley Act

Derrick has 2,000 shares of Unistone Corporation,which is planning to vote for two new directors.Through a special voting provision in the corporation's articles of incorporation,Derrick was able to vote for both his preferred candidates with 2,000 shares,which gave him a virtual voting count of 4,000 shares.What voting rule in the articles of incorporation allows Derrick to achieve this?

Shareholders are responsible for determining how much will be paid in dividends.

Which of the following is true of the board of directors of a corporation?

Give an account of the directors' and corporate officers' duty of care toward the corporation.

Courts may pierce the corporate veil if ________.

Persons who are shareholders on the record date are entitled to receive the dividend,even if they sell their shares before the payment date.

Shareholder voting agreements have to be filed with the corporation.

________ is a requirement that a greater than majority of shares constitutes a quorum of the vote of the shareholders.

The business judgment rule protects shareholders for honest mistakes of judgment.

Owners of a corporation who elect the board of directors and vote on fundamental changes in the corporation are known as ________.

An annual shareholders' meeting is held to elect new shareholders.

In which of the following cases can the alter ego doctrine be invoked?

Public companies are exempt from the requirement of corporations to have audit committees.

A director or corporate officer who does not attend board meetings regularly would be in violation of ________.

The corporation can recover any profits made by unapproved competition by a director.

Once the number of board of directors is fixed by the articles of incorporation,the number cannot be amended.

The election of directors of the corporation can be held by electronic method.

Dividends are a distribution of corporate profits to shareholders.

Which of the following policies prevents a corporate officer from being sued for honest mistakes made on behalf of a corporation?

Which of the following is true about dividends?