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Discuss the rights of corporations under the Bill of Rights.

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Courts consider corporations to be "lega...

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Owners of which of the following types of stock own a portion of a corporation but do not enjoy any preferences?


A) Acknowledged
B) Complex
C) Simple
D) Preferred
E) Common

F) A) and B)
G) D) and E)

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Which of the following is generally false regarding the surviving entity in a merger situation?


A) The surviving entity remains a single corporation.
B) The shareholders of the surviving entity must amend its articles of incorporation according to the specific conditions of the merger.
C) The surviving entity does not become liable for debts of the absorbed corporation.
D) The surviving entity obtains the absorbed corporation's assets.
E) The surviving entity obtains the absorbed corporation's rights, powers, and privileges.

F) C) and E)
G) A) and D)

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How are directors chosen during incorporation?


A) Either the incorporators appoint them or the corporate articles name them.
B) Either the incorporators appoint them or by a majority vote of the shareholders.
C) Only by the incorporators appointing them.
D) Only by the corporate articles naming them.
E) Only by the president appointing them.

F) D) and E)
G) A) and B)

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Which of the following is generally used to determine the value of stock when a dissenting shareholder exercises an appraisal right when a proposed merger is involved?


A) The value of shares on the day after the shareholder vote.
B) The value of shares on the day before the shareholder vote.
C) The value of shares on the day of the shareholder vote.
D) The value of shares 10 days before the shareholder vote.
E) The value of shares on the day the proposed merger was announced.

F) C) and D)
G) A) and E)

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Which of the following was the result on appeal in Campbell, Kessser, and Williams v. Pothas Corporation, the case in the text in which the defendant alleged that golden parachute agreements were not enforceable because they violated public policy?


A) That based on significant case law ruling such agreements in violation of public policy, the agreements would be declared void under principles of stare decisis.
B) That based on a Congressional committee report, the contracts would be declared void.
C) That the defendant did not receive its benefit in regard to the contracts and that the golden parachute agreements were, therefore, voidable by the defendant.
D) That the agreements were valid and did not violate public policy.
E) That the agreements were valid but only because a merger was involved.

F) B) and D)
G) All of the above

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Which of the following are directors who are also officers or employees of the corporation?


A) Approved directors
B) Outside directors
C) Inside directors
D) Affiliated directors
E) Unaffiliated directors

F) A) and B)
G) A) and D)

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Private persons create _______________ corporations for private purposes.


A) Public
B) Private
C) True
D) Domestic
E) Publicly held

F) A) and D)
G) B) and D)

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Reference - Skateboard Growth. Both Bernie and John were presidents of small businesses manufacturing and selling skateboards. Bernie's store was called "Skateboard City" and John's business was called "Skateboard for Health." Because a large sports store was coming into town, they, along with the boards of directors decided that it would be a good idea to combine the businesses. They decided to retain the name "Skateboard for Health" and simply amend the articles of consolidation. Bernie was concerned, however, with the change because he was contemplating filing a lawsuit against Hank who had purchased 10 custom skateboards and had not paid for them. He was excited, however, about the prospect of not being liable for a lawsuit he expects to be filed by Greg who fell when a wheel came off on a skateboard sold by Bernie's corporation resulting in a serious ankle sprain and medical bills. After investigation, Bernie is aware that the wheel was negligently attached to the skateboard. Bernie told John that one reason he wanted to retain John's name was to prevent Greg from being able to recover against him. Which of the following is true in most states regarding Bernie's concern that the surviving company might not be able to sue Hank for the price of the skateboards?


A) The surviving company will not be able to sue Hank.
B) The surviving company will be able to sue Hank only if Hank purchased the skateboards within 30 days of the joinder of the businesses.
C) The surviving company will be able to sue Hank only if Hank approves in writing the joinder of the businesses.
D) The surviving company will be able to sue Hank only if Hank is notified by certified letter of the joinder of the businesses.
E) The surviving company will retain the right to sue Hank.

F) A) and B)
G) B) and E)

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How much must a shareholder who signs a stock subscription pay for no-par shares?


A) The depreciated value
B) At least the value on the last sale
C) The value as set by the board of directors
D) The value as voted upon by shareholders
E) The fair market value

F) A) and B)
G) B) and D)

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If a corporation has fewer than ________________ shareholders, the Revised Model Business Corporation Act allows companies to eliminate the board of directors entirely.


A) 100
B) 50
C) 30
D) 25
E) None of these because the Revised Model Business Corporation does not allow companies to eliminate the board of directors entirely.

F) A) and B)
G) A) and D)

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Death of a corporation occurs in which of the following phases?


A) Dissolution and trial
B) Dissolution and proceedings
C) Dissolution and liquidation
D) Reforming and liquidation
E) Notification and liquidation

F) B) and E)
G) B) and C)

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Corporate _______________ are rules and regulations that govern the corporation's internal management.


A) Bylaws
B) Requirements
C) Statutes
D) Authorizations
E) Prohibitions

F) B) and E)
G) A) and E)

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In which of the following does an aggressor pay cash to target shareholders?


A) Hostile tender offer
B) Cash tender offer
C) Immediate tender offer
D) Substantial tender offer
E) Asset tender offer

F) C) and D)
G) None of the above

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A common corporate practice in Japan is for multiple corporations, banks, and companies to form hierarchical conglomerates known as _______________.


A) Balmas
B) Coriseus
C) Keiretsus
D) Doresus
E) Benyets

F) C) and D)
G) A) and B)

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Which of the following may be issued to shareholders as proof of ownership in the corporation?


A) Stock subscriptions
B) Stock acknowledgements
C) Paper documentation
D) Stock certificates
E) Acknowledgement documents

F) A) and D)
G) A) and C)

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Courts have refused to find that corporations have rights under the U.S. Constitution.

A) True
B) False

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Which of the following references the liability of corporations for torts and crimes committed by their agents during the scope of their employment?


A) Stare decisis
B) Res ipsa loquitur
C) Respondeat superior
D) Absoluta respond
E) None of these

F) C) and E)
G) B) and C)

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In a merger situation, which of the following is a term for the remaining corporation?


A) The resulting corporation
B) The winning corporation
C) The approved corporation
D) The surviving corporation
E) The remaining corporation

F) B) and D)
G) C) and D)

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Although most states allow for longer terms, for how long do directors typically serve?


A) Three years
B) Two years
C) One year
D) Four years
E) Five years

F) A) and E)
G) A) and D)

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