Exam 37: Corporate Governance and the Sarbanes-Oxley Act

Derrick has 2,000 shares of Unistone Corporation, which is planning to vote for two new directors. Through a special voting provision in the corporation's articles of incorporation, Derrick was able to vote for both his preferred candidates with 2,000 shares, which gave him a virtual voting count of 4,000 shares. What voting rule in the articles of incorporation allows Derrick to achieve this?

Shareholders of a corporation act as agents of the corporation.

Owners of a corporation who elect the board of directors and vote on fundamental changes in the corporation are known as ________.

A director or corporate officer who does not attend board meetings regularly would be in violation of ________.

The written document submitted by a person who has been authorized by a shareholder to vote the shareholder's shares at the shareholders' meetings in the event of the shareholder's absence is known as the ________.

An agreement that requires selling shareholders to sell their shares to the other shareholders or to the corporation at the price specified in the agreement is referred to as a ________.

A shareholder's authorization of another person to vote the shareholder's shares at the shareholders' meetings in the event of the shareholder's absence is called ________.

Shareholders are responsible for determining how much will be paid in dividends.

In a voting trust, the legal titles to the shares given to the trustee are held in the name of the shareholders.

A ________ is a date specified in corporate bylaws that determines whether a shareholder may vote at a shareholders' meeting.

The corporation can recover any profits made by unapproved competition by a director.

The Sarbanes-Oxley Act contains provisions for prosecuting U.S. firms that bribe foreign officials.

________ are employees of a corporation who are appointed by the board of directors to manage the day-to-day operations of the corporation.

________ is a system in which each shareholder votes the number of shares he or she owns on candidates for each of the positions open.

According to the Revised Model Business Corporations Act (RMBCA), what establishes a quorum to hold a meeting of the shareholders?

The ________ Act prohibits public companies from making personal loans to their directors or executive officers.

A ________ is an agreement that requires a selling shareholder to offer his or her shares for sale to the other parties to the agreement before selling them to anyone else.

Which of the following is a federal statute that deals with corporate bribery between U.S. companies and officials of other countries?

Which of the following is true of stock dividends?

Which of the following would be seen as a breach of the duty of loyalty by a corporate officer?