Exam 35: Management Structure of Corporations

In Donahue v.Rodd Electrotype Co.,Inc., the court's opinion stated:

Under the MBCA,a quorum of shareholders at an annual meeting may be not less than what percentage of the shares entitled to vote?

With respect to the board of directors of a corporation,which of the following is NOT correct?

Under the Statutory Close Corporation Supplement to the MBCA,a close corporation may operate without a board of directors.

Determining the names of other shareholders in order to communicate with them about corporate affairs is a "proper purpose" for a shareholder to inspect the books and records of a corporation.

Jack has been on the board of his brother's company for three years but has never attended a board meeting.He may be liable for failing to act.

In most states,a corporation may,with shareholder approval,limit or eliminate the liability of directors for some breaches of the duties which they owe to the corporation.

Which of the following would be likely to result in liability to a director of a textile company?

The 2002 Sarbanes-Oxley Act forbids use of an audit committee by the board of a publicly held corporation; the full board must oversee the work of the public accounting firm employed to audit the corporate books.

Which of the following is/are director(s)in publicly held corporations?

To protect a shareholder's interest in the corporation,the law provides shareholders with certain enforcement rights.

A shareholder would have all of the following rights EXCEPT the right to:

Discuss the business judgment rule.

Which of the following is untrue about a corporation's ratification of an act of an officer?

One difference between large,publicly held corporations and closely held corporations is that more of the shares of closely held corporations are held by institutional investors.

The officers and the directors are fiduciaries of the corporation,but the business judgment rule may preclude liability on officers and directors for honest mistakes of judgment.

The RMBCA states that "all corporate powers shall be exercised by or under the authority of,and the business and affairs of the corporation managed under the direction of,its:

The issuance of favorably priced shares to management while excluding other shareholders normally will constitute a violation of the fiduciary duty.

Zeelon Corporation stock may be summarized as follows: 100,000 authorized 90,000 issued 75,000 outstanding 15,000 treasury stock How many shares or proxies will have to be present for a quorum (assuming no special provision and that the Revised Act is not in effect)?

The board of directors of a corporation: