1. Generally, a corporations articles of incorporation must include all of the following except the: (a) Name...

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1. Generally, a corporation’s articles of incorporation must include all of the following except the:

(a) Name of the corporation’s registered agent

(b) Name of each incorporator

(c) Number of authorized shares

(d) Quorum requirements

2. A corporate stockholder is entitled to which of the following rights?

(a) Elect officers

(b) Receive annual dividends

(c) Approve dissolution

(d) Prevent corporate borrowing

3. Participating preferred stockholders:

(a) Only receive payment after other preferred shareholders have been paid

(b) Only receive payment after common shareholders have been paid

(c) Are treated like both a preferred shareholder and a common shareholder

(d) Receive all their payments before all other shareholders 

4. If a manager engages in self-dealing, which of the following answers will NOT protect him from a finding that he violated the business judgment rule:

(a) The disinterested members of the board approved the transaction

(b) The transaction was of minor importance to the company 

(c) The disinterested shareholders approved the transaction

(d) The transaction was entirely fair to the corporation 

5. The duty of care:

(a) Is not a requirement of the business judgment rule

(b) Protects directors who make an uninformed decision if it was entirely fair to the company 

(c) Protects a decision that has a rational business purpose, even if the activity was illegal

(d) Will not protect directors who make a decision that harms the company 

6. The president of R. Hoe & Co., Inc., refused to call a special meeting of the shareholders although 55 percent of them requested it. One purpose of the meeting was to demand that the former president be reinstated. Do shareholders have the right to make these two requests? 

(a) Yes to both.

(b) No to both.

(c) The shareholders have the right to call a meeting but not to reinstate the president.

(d) The shareholders have the right to reinstate the president but not to call a meeting. 

7. Under SOX and Dodd-Frank:

(a) Companies are prohibited from making personal loans to directors and officers.

(b) If a company restates its earnings, the five top executives must reimburse the company for any income they have received during that period.

(c) All directors must be independent.

(d) Shareholders have the right to strike down golden parachutes. 

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Legal Environment

ISBN: 978-1133587491

5th edition

Authors: Jeffrey F. Beatty, Susan S. Samuelson

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