Exam 43: Management of Corporations

Straight voting permits a single holder of more than 30 percent of the shares of a corporation to dominate the management of the corporation.

Which officer of the corporation has custody of the corporation's funds?

The traditional corporate objective is to make money for the shareholders.

The ________ recognizes that directors may be conflicted by their interest in saving their jobs,yet it allows directors to oppose the takeover if they mostly are concerned about protecting the company from the takeover's threat to the company's policies.

A director has the right to inspect corporate books and records that contain corporate information essential to the director's performance of her duties.

While at home,Kyle Kinston,the president and CEO of Remstat,Inc.is called by the CEO of Viokam Corporation,who asks Kinston if Remstat would be interested in buying about 25 percent of the outstanding shares of Viokam.Remstat is a billion-dollar conglomerate that has contemplated acquiring Viokam for some time,but Kinston tells Viokam's CEO that Remstat is not interested.Kinston tells the CEO,however,that KKIM,Inc.is willing to buy the shares.Kinston is the 100 percent shareholder of KKIM.Viokam sells the shares to KKIM for $35 million.A year later,KKIM sells the shares for $55 million to a mutual fund company.When Remstat's directors discover KKIM's purchase and sale of the Viokam shares,they sue Kinston on behalf of the corporation.Which of the following is correct?

Which of the following types of persons may not assert the ultra vires defense?

The traditional objective of the business corporation has been to:

Which of the following rules is applicable to determine the liability of a corporation for any torts committed by its agents?

The Model Business Corporation Act has made the inclusion of purpose clause in the articles of incorporation compulsory.

A special term used to define a freeze-out of shareholders of a publicly owned corporation is:

Under the business judgment rule,corporate managers:

Tony is employed as a truck driver for Soprano Corporation (SC).While making a delivery for SC,Tony negligently ran over a pedestrian.Who is liable for this accident?

Unless the articles of incorporation provide otherwise,directors cannot be removed with or without cause.

The board of directors of a nonprofit corporation must have at least ________ director(s).

After a reverse share split,corporation law permits a corporation to repurchase any ________ shares,even if the shareholders do not consent.

In a nonprofit corporation,when a director engages in fraudulent conduct,members holding at least ________ percent of the voting power may petition a court to remove the wrongdoing director.

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.TC management opposed this takeover,as a result of which it failed.Shareholders of TC who had hoped to sell their shares at a large profit want to sue the management of TC for spoiling the takeover.If they sue TC management,will the shareholders succeed?

What was the original purpose of staggered terms?

The total fairness test permits a shareholder to require the corporation to purchase his shares at a fair price.