Exam 43: Management of Corporations

Which officer of the corporation usually certifies corporate records as being authentic?

A nonprofit corporation will limit its powers pursuant to what?

Which of the following committees chooses management's slate of directors that is to be submitted to shareholders at the annual election of directors?

What is meant by rational basis?

________ voting permits a holder of more than 50 percent of the shares of a corporation to dominate the corporation.

Ted is the president of Soprano Corporation (SC).Ted decided to have SC manufacture large,gas-guzzling SUV automobiles just before gasoline prices rose dramatically.As a result,SC lost billions of dollars.The shareholders of SC want to sue Ted for this bad decision that cost them billions.However,Ted made a reasonable investigation before making this decision,he had a rational basis for it,and he had no conflicts of interest regarding this decision.What would be the probable outcome if the shareholders file a suit?

Directors and officers are liable to the corporation for losses resulting from their lack of care.

Which of the following committees is directly responsible for the appointment,compensation,and oversight of independent public accountants?

The traditional view was that a corporation is not liable for a crime because criminal guilt requires the presence of intent.

Which of the following committees of a board of directors reviews and approves salaries of high-level corporate executives?

Raider Corporation (RC)attempted to take over Targetnorth Corporation (TC)using a tender offer.The tender offer price was twice the market price for TC shares.As a defense to this,TC proposed to buy its shares owned by RC at triple the market price provided RC agreed not to purchase any more TC shares for the next five years.This kind of tender offer defense is called:

Which of the following is correct concerning the management of close corporations?

Most states have enacted ________ statutes,which broaden the legal objectives of corporations.

The two easiest ways to freeze out minority shareholders are the freeze-out acquisition and the share split.

Generally,under the doctrine of respondeat superior,a corporation is liable for an employee's tort that is reasonably connected to the authorized conduct of the employee.

The board of directors of Filex Corporation at a regular meeting of the board entered into a contract with Ginger Grant,one of its directors.This contract called for Filex to purchase 120 acres of land from Ginger.There were ten members on the board,eight of whom were present at the meeting.One of the directors present was Ginger.All the other directors were disinterested in the transaction and not related to Ginger.After a lengthy discussion,six directors voted in favor of the contract and two voted against it.Ginger voted for the contract.Which of the following is true?

The ________ is a tender offer defense where the target corporation turns the tables on the tender offeror or raider by making a tender offer for the raider's shares.

Rules of the New York Stock Exchange (NYSE)and the NASDAQ,which apply to firms listed on the NYSE or NASDAQ,require that audit committees comprise only ________.

The proxy solicitation process usually results in:

Alan,Bob,Charles,David,and Edward are the only shareholders of Harbin Corporation.It is a close corporation.Each owns 20 percent of the shares.There are five director positions and each serves as a director.One day the other four find out that Edward has committed a serious crime.They decide that they wish to expel him from the corporation.What action may the others take? Discuss.