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If a shareholder's derivative suit is successful,any damages recovered normally go into the corporation's treasury.

A) True
B) False

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A benefit corporation is designed to make a profit and thereby provide long-term shareholder benefit.

A) True
B) False

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If a board attempts to manipulate the shareholders' election of a director to reduce the shareholders' influence,they can challenge the election in court.

A) True
B) False

Correct Answer

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Shareholders' assumption of personal liability,as guarantors,for the obligations of a corporation can enable the firm to obtain credit.

A) True
B) False

Correct Answer

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Huan is a shareholder of Insulation Inc.When the directors fail to undertake an action to redress a wrong suffered by the firm,Huan files a suit on its behalf.Any damages recovered by the suit will go to the firm's


A) shareholders,excluding Huan.
B) treasury.
C) directors.
D) shareholders,including Huan.

E) A) and C)
F) B) and C)

Correct Answer

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Because corporate officers have the implied power to bind the firm in matters directly connected to its business,there is no limit to what the officer can do.

A) True
B) False

Correct Answer

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Pipe Inc.'s stated purpose is to install plumbing.Pipe contracts with Quality Contracting to pour a new building's foundation despite lacking the skill and license to do such work.This is most likely


A) an ultra vires act.
B) within the corporation's express powers.
C) within the corporation's implied powers.
D) allowable and proper as an act to profit corporate shareholders.

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

Correct Answer

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Because the management of a close corporation can resemble that of a sole proprietorship,the firm need not meet all of the specific requirements set forth in state statutes for corporations.

A) True
B) False

Correct Answer

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Oversight Inc.'s board of directors votes to empower corporate officers to make decisions regarding ordinary,daily corporate affairs within well-defined guidelines.With respect to these affairs,Oversight's board


A) is relieved of its responsibility.
B) retains its responsibility.
C) shares the responsibility.
D) was never responsible.

E) A) and B)
F) All of the above

Correct Answer

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The primary document needed to incorporate a business is the articles of incorporation because the articles serve as a primary source of authority for the firm's organization and functions.

A) True
B) False

Correct Answer

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A corporation is an artificial being-intangible,invisible,and existing only in the contemplation of the law.

A) True
B) False

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Integrated Devices,Inc. ,is a private,for-profit corporation that is owned by seven shareholders who are members of the same family.Integrated is


A) an S corporation.
B) a close corporation.
C) a benefit corporation.
D) a public corporation and a private corporation.

E) None of the above
F) B) and D)

Correct Answer

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Oil Industries Inc.is a private,for-profit corporation that is owned by five shareholders who are members of the same family.Po,the majority shareholder,misappropriates company funds.The shareholders whose interests are injured by Po's misconduct should


A) have their shares appraised and be paid the fair market value for them.
B) promote the transferability of the company's shares to outside persons.
C) reorganize the firm into a sole proprietorship or partnership.
D) hold a special shareholders' meeting to elect new directors.

E) A) and D)
F) All of the above

Correct Answer

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Roz,a director of Soy Inc. ,is specially trained in petroleum trading.Soy's board approves several deals in which the company pays too much for soybeans.Roz approves all the deals without first reviewing them.Roz is most likely liable for breach of


A) the duty of care.
B) the business judgment rule.
C) the duty of loyalty.
D) none of the choices.

E) All of the above
F) A) and C)

Correct Answer

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EZ Hauling holds itself out to customers as being a corporation but makes no attempt to incorporate.In this circumstance,EZ Hauling is most likely


A) a corporation by estoppel.
B) a de facto corporation.
C) a de jure corporation.
D) ultra vires.

E) C) and D)
F) A) and B)

Correct Answer

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Owen is a director of Packaging Company.As a director,Owen's rights include a right to


A) access the corporation's books,records,facilities,and other property.
B) subordinate the corporation's welfare to his personal interest.
C) use confidential corporate information for personal advantage.
D) self-dealing.

E) B) and C)
F) A) and B)

Correct Answer

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Blue Sky Drones Inc.has three directors,a president,two vice presidents,a secretary,and a treasurer.Carol is a Blue Sky director.In most states,Carol can also hold a corporate office


A) if she was one of the firm's incorporators.
B) under any circumstances.
C) if she resigns as director.
D) if the shareholders consent.

E) A) and B)
F) A) and C)

Correct Answer

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A breach of fiduciary duties by those who own a close corporation normally constitutes what is known as oppressive conduct.

A) True
B) False

Correct Answer

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Burgers & Brew Inc.prepares its articles of incorporation.The articles are likely to include


A) the corporation's name.
B) the number of shares the corporation is authorized to issue.
C) all of the choices.
D) the corporation's registered agent.

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

Correct Answer

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If a director commits a breach of fiduciary duty,the shareholders have the inherent power to remove the director from office by a majority vote.

A) True
B) False

Correct Answer

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