Exam 39: Corporationsdirectors, Officers, Shareholders

Nina is a director of Omega, Inc. Under the standard of due care owed by di?rectors of a corporation, Nina's decisions must be

Persons whose names appear on a corporation's shareholder records as owners are ordinarily entitled to vote.

Rusty and Sylvia are shareholders of Triad Hotel Corporation. Triad's directors fail to declare a dividend. Rusty and Sylvia could succeed in asking a court to order the directors to meet and declare a dividend

A stock warrant is a distribution of corporate profits or income.

Rafi, a director of Super Service Station Corporation, does not attend a board meet?ing for three years. During that time, Twyla, Super's president, makes improper loans that cost the company $100,000. Ron is most likely

For action to be taken during a shareholders' meeting, a forum must be present.

Damages awarded in a shareholder's derivative suit go into the corporation's treasury.

Chip is a director of Diners Restaurants, Inc. Chip would breach his duty of loyalty if he

A board of directors can delegate some of its functions to corporate officers.

Shareholders have no right to inspect corporate books and records.

To vote their shares, shareholders must attend a shareholders' meeting and vote in person.

Directors are rarely compensated and cannot set their own compensation.

Few legal qualifications exist for directors.

Cara and Dru are officers of EZ Trucking Corporation. As cor?porate officers, the rights of Cara and Dru are

Dolly and Elbert are shareholders of Friendly Credit, Inc. As shareholders, they must approve

Flite-Craft Corporation makes and sells aircraft parts. In most states, the minimum number of directors that must be present before Flite-Craft's board could transact its business is

Ida, Jerzy, and Kit are the directors of Liberty Convenience Stores, Inc. Liberty has nine officers and forty-six shareholders. Dividends are ordered by the firm's

Shareholders' meetings must occur at least twice a year.

Fact Pattern 39-1A Ray is a shareholder of Small Biz Company . When the direc?tors fail to undertake an action to redress a wrong suffered by SBC, Ray files a suit on the firm's behalf. -Refer to Fact Pattern 39-1A. Ray's suit is a shareholder's

Tank is a director and the majority shareholder of Unique New Investment Corporation (UNIC). Tank buys, for $1,500, an option to purchase a tract of real estate for $50,000. Tank forms Vista Property, Inc., to hold the option. As the majority shareholder, and thus controlling director, of UNIC, Tank orders the firm to authorize the pur?chase of the land from Vista Property for $500,000. Tank then has Vista Property buy the land, sell it to UNIC, and loan the money to UNIC for the purchase at a 10 percent interest rate. Wim, a minority shareholder in UNIC, complains to UNIC's board, which takes no action. Wim files a suit against Tank on UNIC's behalf. Will Wim prevail? Explain.