Exam 43: Management of Corporations

What is the standard applied to examine managers' duty of care?

In the case in the text,Paramount Communications,Inc.v.Time,Inc. ,what rule expansion did the Supreme Court of Delaware create?

A supermajority vote is rarely required to:

The Model Business Corporation Act states that a corporation has the power to do anything:

Passive investors follow the ________ rule: Either support management or sell the shares.

In the case in the text,Omnicare,Inc.v.NCS Healthcare,Inc. ,the court held that:

The board of directors of Lorantan Corporation has 12 members.Lorantan's bylaws provide that a majority of seven or more directors is necessary to form a quorum.At a meeting of the board of directors,a resolution is adopted authorizing the sale of a substantial portion of the corporate assets to Pam Park,a director.Pam is one of the eight directors present.What must the directors do for Pam to avoid liability for buying the assets from the corporation?

When Reese Group of Hotels (RGH)was on the verge of facing a hostile takeover bid by rivals Blossoms Group (which held a 14.12 percent stake in RGH),Rely's came forward and bought a 14.98 percent stake in RGH,thereby relieving RGH from the hostile takeover risk.This kind of tender offer defense is called:

Gath Meat Packing Company is a meat processing business.To reduce costs and increase profits,the president and CEO of Gath orders Gath's employees to violate federal criminal meat processing laws.The United States Department of Justice prosecutes Gath for criminal violations of the meat processing law.Has Gath committed criminal violations?

The ________ requires periodic shareholder approval of executive compensation.

Which of the following would not meet the requirements of a proper directors' meeting?

Tim and Julia are the majority shareholders of Eduventures,Inc.Together they own 800 of the company's shares.The remaining 200 shares are held by passive shareholders.The profits of Eduventures dwindled to just 8 percent last year.Furthermore,Tim and Julia realized that as much as 3 percent of profits are being spent in complying with the rules of public ownership.Suggest a way for them to "go private" without forming a new corporation.

Several statutes,including the California statute,require at least ________ directors to form the board of directors.

Forty-one states have enacted corporate constituency stakeholder laws that ________ directors to weigh the interests of constituencies other than shareholders.

In Guth v.Loft,Inc. ,the case in the text,what remedy did the court impose after its finding that an opportunity to become the manufacturer of a Pepsi-Cola syrup was usurped?

The term "raiders" refers to outsiders who attempt to gain control of a corporation.

The MBCA permits directors to fill vacancies on the board as long as it is approved by a ________ of the remaining directors.

Alvin and Billy own 70 percent of Beta Corporation.Claude owns 30 percent of Beta Corporation.Alvin and Billy consistently vote and act in ways that only benefit them and harm Claude.Claude may claim oppression as a minority shareholder.

Under the MBCA,only directors of a corporation are entitled to mandatory indemnification rights.

The most common committee created from board of directors is an executive committee,which typically is given the power to act for the board on most matters when the board is not in session.