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Local Oil Inc. is a private, for-profit corporation that is owned by five shareholders who are members of the same family. Mace, the majority shareholder, misappropriates company funds. The shareholders whose interests are injured by Mace'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) All of the above
F) A) and B)

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Masonry Inc.'s stated purpose is to perform the stonework on buildings and other structures. Masonry contracts with New Contracting to pour the pilings for a bridge's foundation despite lacking the skill and license to do the 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 C)
F) A) and C)

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The number of directors that serve on a corporate board is determined by its


A) articles of incorporation.
B) bylaws.
C) board of directors.
D) quorum.

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

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When a vacancy occurs on a corporate board, how the position will be filled is most likely set forth in


A) the corporation's articles or bylaws.
B) shareholder proxies.
C) the business judgment rule.
D) the board's recorded minutes.

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

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To pierce the corporate veil means to reveal the identity of its true owner.

A) True
B) False

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Welding Corporation makes a good faith attempt to incorporate but there is a defect in its incorporation. Welding undertakes business as a corporation. In this circumstance, the firm's existence may be challenged by


A) any third party.
B) the state.
C) a director, officer, or shareholder.
D) any corporation with which it does business.

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

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AstroStar Inc.'s board of directors consists of three members-Eckhart, Dolan, and Macero. At a regular board meeting, the board selects Galiard as president of the corporation. Later, an audit reveals that during his term as president he has openly embezzled $500,000 from AstroStar. The same audit reveals that the board knew when it selected Galiard that he had been previously convicted of embezzlement. Can the corporation hold directors Eckhart, Dolan, and Macero personally liable?

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Directors are personally answerable to t...

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Directors, but not officers, are fiduciaries of the corporation.

A) True
B) False

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The audit committee of a publicly held corporation is responsible for


A) the selection, compensation, and oversight of accountants who audit the firm's financial records.
B) interim business decisions between board meetings.
C) dividends, amendments to the bylaws, and the issuance of stock.
D) none of the choices.

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

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A director who becomes involved in litigation because of his or her position has no right to be indemnified for the costs.

A) True
B) False

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The executive committee of a publicly held corporation handles


A) the selection, compensation, and oversight of accountants who audit the firm's financial records.
B) interim business decisions between board meetings.
C) dividends, amendments to the bylaws, and the issuance of stock.
D) none of the choices.

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

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In many states, close corporations have more flexibility in determining their rules of operation.

A) True
B) False

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Medical and investment professionals network and pool funds to invest in Medical Online Consult Inc. This is


A) venture capitalizing.
B) crowdfunding.
C) piercing the corporate veil.
D) ultra vires .

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

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Agents and employees of Deco Arts Corporation and Echo Imitations Inc. are convicted of conspiring to violate a federal law that is punishable by a term of imprisonment and a fine. Can the corporations be held liable for these crimes? If so, how can they be punished?

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Yes, the corporations can be held liable...

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Holly is an officer of Indelible Inc. The board removes Holly in violation of an employment contract. Indelible may be liable for breach of


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

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

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Because bonds do not represent debt, they need never be repaid.

A) True
B) False

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When it comes to managing a corporation, the corporation relies on its board of directors and officers.

A) True
B) False

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Funds invested in an existing corporation to buy and reorganize it, and possibly sell shares in the reorganized company in an initial public offering, are known as


A) preferred shares of corporate stock.
B) private equity capital.
C) crowdfunds.
D) corporate bonds.

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

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An S corporation avoids taxes at


A) none of the choices.
B) the market level.
C) the corporate level.
D) the shareholder level.

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

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Because it may result in a piercing of the corporate veil, shareholders' continuous use of corporate property should most especially be avoided by


A) a benefit corporation.
B) a publicly held corporation.
C) no corporation-corporate shareholders' liability is limited.
D) a close corporation.

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

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