Question 1

What is the term for a publicly held corporation that receives a tender offer from a raider?

Accepted Answer

A) The target 
B) The enemy 
C) The bylaw 
D) The liquidation 
A) The target 
B) The enemy 
C) The bylaw 
D) The liquidation

Question 2

When an officer or director of a corporation exceeds his powers,he may be liable to the corporation if it is damaged by the act exceeding that person's authority.

Accepted Answer

A) True 
 B)False

Question 3

Under the Model Business Corporation Act (MBCA),ultra vires may be asserted by:

Accepted Answer

A) a shareholder seeking to enjoin a corporation from executing a proposed action that is ultra vires. 
B) a federal judge who may have the power to dissolve a corporation that exceeds its powers. 
C) the management suing the corporation for damages caused by exceeding the corporation's powers. 
D) the secretary of state who may have the power to enjoin an ultra vires act. 
A) a shareholder seeking to enjoin a corporation from executing a proposed action that is ultra vires. 
B) a federal judge who may have the power to dissolve a corporation that exceeds its powers. 
C) the management suing the corporation for damages caused by exceeding the corporation's powers. 
D) the secretary of state who may have the power to enjoin an ultra vires act.

Question 4

Directors are entitled to ________ notice of all special meetings,but not of regularly scheduled meetings.

Accepted Answer

A) two-days 
B) one-day 
C) one-week 
D) four-days 
A) two-days 
B) one-day 
C) one-week 
D) four-days

Question 5

Generally,a nonprofit corporation cannot:

Accepted Answer

A) use ultra vires as a defense to a contract. 
B) sue or be sued. 
C) purchase,hold,and sell real property. 
D) lend money. 
A) use ultra vires as a defense to a contract. 
B) sue or be sued. 
C) purchase,hold,and sell real property. 
D) lend money.

Question 6

The ultra vires doctrine states that:

Accepted Answer

A) the corporation may engage in any lawful business. 
B) a corporation is liable for an employee's tort that is connected to the authorized conduct of the employee. 
C) any action of a corporation beyond its stated powers is void. 
D) the board of directors must manage the corporation. 
A) the corporation may engage in any lawful business. 
B) a corporation is liable for an employee's tort that is connected to the authorized conduct of the employee. 
C) any action of a corporation beyond its stated powers is void. 
D) the board of directors must manage the corporation.

Question 7

Tom is the sole director and largest shareholder of Newage Corporation,a close corporation.Jim and Janice,the two other shareholders of Newage Corporation,allege that Tom is paying himself a large salary (no dividend has been paid in the last three years).Tom also refuses to hire them as employees of the corporation.Jim and Janice are complaining of:

Accepted Answer

A) oppression. 
B) novation. 
C) right of appraisal. 
D) maltreatment. 
A) oppression. 
B) novation. 
C) right of appraisal. 
D) maltreatment.

Question 8

Ed is an officer and director of Baldwin Properties,Inc.Ed is primarily responsible for finding and purchasing property for development.While on a business trip financed by Baldwin,Ed found property for sale at 65 percent of the fair market value.Ed wanted to purchase the property for himself.May he do so? Discuss.

Accepted Answer

Directors and officers may not exploit a

Question 9

The ________ rule has been criticized frequently as providing too much protection for the managers of corporations.

Accepted Answer

A) co-determination 
B) vicarious liability 
C) Wall Street 
D) business judgment 
A) co-determination 
B) vicarious liability 
C) Wall Street 
D) business judgment

Question 10

In Brehm v.Eisner,the case in the text,the court concluded that:

Accepted Answer

A) the defendants could not meet the requirements of the business judgment rule because Eisner acted quickly without researching and consulting others. 
B) Eisner breached the fiduciary duty he owed when he hired a friend to be president when there were more qualified candidates. 
C) the decisions of defendants through all interactions with Ovitz were protected business judgments. 
D) Disney had cause to fire Ovitz because his conduct while serving as president violated the agreement. 
A) the defendants could not meet the requirements of the business judgment rule because Eisner acted quickly without researching and consulting others. 
B) Eisner breached the fiduciary duty he owed when he hired a friend to be president when there were more qualified candidates. 
C) the decisions of defendants through all interactions with Ovitz were protected business judgments. 
D) Disney had cause to fire Ovitz because his conduct while serving as president violated the agreement.

Exam 43: Management of Corporations

What is the term for a publicly held corporation that receives a tender offer from a raider?

When an officer or director of a corporation exceeds his powers,he may be liable to the corporation if it is damaged by the act exceeding that person's authority.

Under the Model Business Corporation Act (MBCA),ultra vires may be asserted by:

Directors are entitled to ________ notice of all special meetings,but not of regularly scheduled meetings.

Generally,a nonprofit corporation cannot:

The ultra vires doctrine states that:

The ________ rule has been criticized frequently as providing too much protection for the managers of corporations.

In Brehm v.Eisner,the case in the text,the court concluded that:

The Nature of Law

The Resolution of Private Disputes

Business and the Constitution

Business Ethics, Corporate Social Responsibility, Corporate Governance, and Critical Thinking

Criminal Law and Procedure

Intentional Torts

Negligence and Strict Liability

Intellectual Property and Unfair Competition

Introduction to Contracts

The Agreement: Offer

The Agreement: Acceptance

Consideration

Reality of Consent

Capacity to Contract

Illegality

Writing

Rights of Third Parties

Performance and Remedies

Formation and Terms of Sales Contracts

Product Liability

Performance of Sales Contracts

Remedies for Breach of Sales Contracts

Personal Property and Bailments

Real Property

Landlord and Tenant

Estates and Trusts

Insurance Law

Introduction to Credit and Secured Transactions

Security Interests in Personal Property

Bankruptcy

Negotiable Instruments

Negotiation and Holder in Due Course

Liability of Parties

Checks and Electronic Transfers

The Agency Relationship

Third-Party Relations of the Principal and the Agent

Introduction to Forms of Business and Formation of Partnerships

Operation of Partnerships and Related Forms

Partners Dissociation and Partnerships Dissolution and Winding up

Limited Liability Companies, limited Partnerships, and Limited Liability Limited Partnerships

History and Nature of Corporations

Organization and Financial Structure of Corporations

Shareholders Rights and Liabilities

Securities Regulation

Legal and Professional Responsibilities of Auditors, Consultants, and Securities Professionals

Administrative Law

The Federal Trade Commission Act and Consumer Protection Laws

Antitrust: the Sherman Act

The Clayton Act, the Robinsonpatman Act, and Antitrust Exemptions and Immunities

Employment Law

Environmental Regulation

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