Exam 43: Management of Corporations

Under the Model Business Corporation Act,a director who is sued in connection with his/her duties to the corporation may be indemnified by the corporation when:

To protect minority shareholders,close corporations may impose ________ voting requirements for board actions and restrictions on the managerial discretion of the board of directors.

The person who is designated to vote on behalf of the shareholder is called a(n):

Delta Corporation's board of directors is considering a resolution that may cause severe liability to the directors.Wayne,a board member,disagrees with the decision.Unless he clearly registers his dissent,he may be liable.

Which of the following corporate actions is included in a corporation's board of directors' authority?

Officers of a corporation are also agents of the corporation.

The primary source of power for a corporation is the GATT (General Agreement on Trade and Tariffs).

Unless a corporation's articles of incorporation provide otherwise,the purpose clause for a corporation by default is:

Nordex Corporation is in the business of manufacturing furniture.Because the industry has matured,Nordex is considering adding a new product line,manufacturing plastic products such as cases for compact discs (CDs).No director will have a personal interest in the decision to expand into those lines.To avoid liability for making a poor decision,what standard of conduct should Nordex's board of directors comply with? Briefly explain what the board must do to comply with that standard.

Directors' meetings:

Directors must be shareholders of the corporation on whose board they serve.

In the case in the text,Coggins v.New England Patriots Football Club,Inc. ,the court held that:

The most perplexing issue with regard to the authority of officers is whether an officer has ________ authority merely by virtue of the title of his office.

________ voting may permit minority shareholders to obtain representation on the board of directors.

In United States v.Jensen,the case in the text,which of the following was not considered in determining whether Jensen knowingly violated the law?

Corporate constituency statutes direct the board of directors to act in the best interests of the corporation,not just the interests of the shareholders,and to maximize corporate profits over the long term.

A court does not have the power to remove a director when:

Directors and officers owe what kind of duty to the corporation?

Who amongst the following owes a fiduciary duty to the corporation?

Many corporation statutes,unlike the MBCA,state that the same person may not hold the offices of ________ and ________.