A) The superior judgment rule.
B) The research and investigation rule.
C) The business judgment rule.
D) The rule of corporate integrity.
E) There is no defense.
G) C) and E)
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A) Directors and officers can be held personally responsible for their own crimes.
B) Directors and officers can be held personally responsible for the crimes of other employees within the organization when they have failed to adequately supervise the employee's behavior.
C) According to the responsible person doctrine, an officer can be held criminally liable for conduct of an employee if the court determines that a responsible person would have known about and could have prevented the illegal activity.
D) Directors and officers who use insider information to trade the corporation's stock for a profit can be held liable for breaching their fiduciary duty.
E) A court may not find a corporate officer criminally liable for conduct of an employee unless the officer profited personally from the illegal activity.
G) C) and D)
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A) Right of adequate refusal
B) Right of first refusal
C) Right of first purchase
D) Right of first acknowledgement
E) Superior right of purchase
G) B) and C)
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A) She was not involved in any objectionable activities.
B) She prevented corporate opportunity.
C) She prevented profit maximization.
D) She committed private-profit allocation.
E) She committed corporate profit reduction.
G) A) and C)
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A) There must be full disclosure of the interest by a director who might personally benefit from a corporate decision.
B) There must be full disclosure of the interest by an officer who might personally benefit from a corporate decision.
C) The director to benefit may vote on the issue although a majority of all directors must approve the transaction.
D) The duty to disclose an interest that might personally benefit a director is a fiduciary duty.
E) The duty to disclose an interest that might personally benefit an officer is a fiduciary duty.
G) A) and E)
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A) That the business judgment rule does not apply in such situations and that so long as there is any business reason for a transaction, a corporation cannot be found liable for a "squeeze-out" resulting in dismissal of the plaintiff's claims.
B) That while the business judgment rule applied, the corporation submitted sufficient evidence to establish legitimate reasons for all questioned transactions and that it, therefore, could not be held liable to the complaining minority shareholder.
C) That a material question of fact as to whether the directors could be found to have engaged in a "squeeze-out" of the beneficiary, causing him harm beyond every other shareholder, and that the case would be remanded for further proceedings.
D) That because he owned over 20% of the stock, the failure to grant the complaining minority shareholder a seat on the board in and of itself was sufficient under the facts presented to establish that the corporation was guilty of behavior constituting an illegal "squeeze-out."
E) That the failure to declare a dividend when sufficient assets existed with which to do so in and of itself was sufficient under the facts presented to establish that the corporation was guilty of behavior constituting an illegal "squeeze-out."
G) None of the above
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A) Directors
B) Officers
C) Shareholders
D) Affiliates
E) The State
G) A) and D)
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Mary has a duty to disclose her self-int...View Answer
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A) Approved directors
B) Associated directors
C) Inside directors
D) Affiliated directors
E) Unaffiliated directors
G) C) and E)
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A) Investigative action
B) Shareholder action suit
C) Shareholder's direct suit
D) Shareholder derivative suit
E) Active allocation suit
G) None of the above
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B) False
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A) In the discretion of the president of the corporation.
B) By vote of the stockholders.
C) According to the corporate articles or bylaws.
D) According to the number of shares issued.
E) According to the amount of profit projected by incorporators for the first year.
G) C) and D)
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A) It has been adopted at least in part in over half of the states.
B) It has been fully rejected in over half of the states in favor of the Model Business Corporation Act.
C) It has been adopted fully by seventy-five percent of the states.
D) It has been rejected in over half of the states in favor of the Model Corporate Act.
E) There is no Revised Model Business Corporation Act.
G) A) and C)
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A) Strict liability rule
B) Res ipsa standard
C) Specialty principal
D) High priority rule
E) Protectionist principal
G) C) and D)
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A) Prior to incorporation, either the incorporators appoint them or the corporate articles name them.
B) Prior to incorporation, either the incorporators appoint them or by a majority vote of the shareholders.
C) Prior to incorporation, directors may only be named through the incorporators appointing them.
D) Prior to incorporation, directors may only be named by the corporate articles naming them.
E) Prior to incorporation, directors may only be named by the president appointing them.
G) A) and D)
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A) Stock subscriptions
B) Stock acknowledgements
C) Paper documentation
D) Stock certificates
E) Acknowledgement documents
G) C) and E)
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A) The right of compensation
B) The right of participation
C) The right of inspection
D) The right of indemnification
E) The right of obedience
G) A) and B)
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A) $5,000
B) $4,000
C) $3,000
D) $2,000
E) $1,000
G) B) and D)
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A) That the injunction would be granted because the plaintiff's allegations demonstrated that the Medco board failed to inform itself of all material facts concerning the proposed merger.
B) That because of disputed issues of material fact, the injunction would be temporarily denied and the case scheduled for a hearing on whether the board adequately informed themselves of all material information necessary to execute the merger agreement.
C) That the injunction would be granted because the plaintiff's allegations established that the board failed to act in good faith and in the honest belief that the merger was in the best interests of the company.
D) That the injunction would be granted because the plaintiff's allegations established that the board willfully left themselves uninformed in order to serve their own self-interest.
E) That the injunction would be denied because the plaintiff's allegations of self-interest did not meet the threshold necessary to rebut the presumption of the business judgment rule.
G) A) and E)
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A) Three years
B) Two years
C) One year
D) Four years
E) Five years
G) B) and C)
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