53. Which statement best describes the relationship between directors and officers in a corporation?

a. Directors and officers are elected by the shareholders.

b. Directors are appointed by officers.

c. Officers are appointed by directors.

d. Directors but not officers are the directing mind of the corporation.

56. Three directors of a courier business who became aware of a business opportunity resigned and

formed their own corporation in order to take advantage of the opportunity. The opportunity

turned out to be very lucrative. Which of the following remedies is a court most likely to order in

this situation?

a. specific performance

b. mandamus

c. an accounting of profits

d. lifting of the corporate veil

58. What must be used in order to circumvent the general powers of the directors of a corporation to

manage or supervise the ongoing business and affairs of a corporation?

a. provisions made in the bylaws or unanimous shareholders agreement

b. resolution of the majority shareholders of the corporation

c. provisions contained in the bylaws or a shareholders' agreement

d. unanimous resolution of majority and minority shareholders

61. What is a distinguishing characteristic attributable to preferred shares?

a. They include a right to vote.

b. They must state "nonvoting" on the share certificate itself.

c. They have a preferential right in the distribution of proceeds on dissolution.

d. They do not usually share in dividends.

62. What is the most important factor contributing to a shareholder's decision to exercise her pre

emptive right?

a. a desire to inspect the register of share transfers

b. a need to ask the court to appoint an inspector

c. a desire to maintain her current level of control

d. a need to know if directors are purchasing shares

63. Which of the following are uncommon remedies available to a corporation's minority

shareholders through common law and legislation?

a. appraisal and the return of surplus assets

b. winding up and derivative action

c. appraisal and derivative action

d. winding up and the return of surplus assets

64. Safehome Alarms has hired Jackson, an independent contractor, to install its alarm systems into

customer homes. What is an important implication of Jackson's status as an independent

contractor?

a. Jackson does not have to give notice in the event he wishes to resign his position.

b. Jackson has the freedom to determine his own wages.

c. Safehome will be vicariously liable if Jackson commits a tort while performing the contract.

d. Jackson will not have certain statutory rights and benefits that are typically conferred on

employees.