Exam 34: Corporate Directors, officers, and Shareholders

Generally,Office Paper Products Company and other corporations can pay dividends if

Holly is a director of International Spices,Inc. As a director,with respect to the corporation,Holly is

Noel is a majority shareholder of Oil Change Shops Inc. Using this control,Noel excludes Polly,a minority shareholder,from benefits of participating in the firm. Polly can

In some states,a director can be removed from a corporate board without cause.

Security Insurance,Inc. has a board of ten directors. Security's bylaws do not state any quorum requirements. In most states,a quorum for Security's board meetings would be

Any damages recovered by Darius's suit will normally go to

Shareholders can elect and remove the directors of the corporation.

Ernesto is a director of Fine Art Dealers,Inc. Ernesto is trained in art valuation. Fine Art makes several purchases in which it pays too much for artwork. Ernesto approves all the transactions without reading the details. Ernesto is most likely liable for breach of

When the corporation is harmed by the actions of a third party,the directors can bring a lawsuit in the name of the corporation against that party.

The board of Management Consultants,Inc. (MCI),can delegate work to

Since stock is intangible personal property,the ownership right to stock exists independently of a stock certificate.

Shareholders are not personally liable for the debts of a corporation.

Rosa and Sean are shareholders of T-Rex Tacos,Inc. Rosa's written authorization to Sean to vote Rosa's shares at a shareholders' meeting is

Donatello is a director and officer of Enzio's Pizza Corporation. Donatello selects an ad campaign that consumers find offensive-a marketing decision that results in a dramatic decrease in profits for the firm and its shareholders. The shareholders accuse Donatello of breaching his fiduciary duty to the corporation. What is Donatello's best defense against this accusation? Later,a resolution comes before Enzio's board to expand its menu to compete with Fabio's Pasta Palace Restaurants Inc. Donatello is a director and shareholder of Fabio's. What is Donatello's responsibility in this situation?

A majority vote of the shares represented at a shareholders' meeting is usually required to pass resolutions.

The articles of incorporation can exclude or limit shareholders' voting rights.

Nelson is Organic Coffee Company's majority shareholder. Nelson decides to sell his Organic Coffee stock. The sale will be an effective transfer of the control of the company. Does Nelson owe a duty to Organic Coffee or its minority shareholders in this situation?

Corporate business matters are presented at a shareholders' meeting of Hollywood Lights,Inc.,and other corporations in the form of

Shannon is an officer for Turista Shirts Corporation. Due to a bad business decision on Shannon's part,the company's sales decrease. Shannon is most likely liable for breach of

Shareholders appoint corporate officers and other executive employees.