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Guy is a director of Healthcare Corporation. Guy attempts to use his best judgment in guiding corporate management but makes a few honest mistakes. He may be protected from liability for these mistakes by


A) business success insurance.
B) the business judgment rule.
C) the duty of loyalty.
D) duty of disclosure.

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

Correct Answer

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When directors vote on issues affecting the corporation, ordinary matters generally require


A) a greater-than-majority vote.
B) a majority vote.
C) one vote.
D) a unanimous vote.

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

Correct Answer

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Paul is a director on the board of Quality Tire Corporation. As a director, Paul may not


A) act in accord with his own knowledge and training.
B) use prudent business judgment in the conduct of corporate affairs.
C) delegate work to corporate officers.
D) engage in self-dealing.

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

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It is the responsibility of the s hareholde rs to hire or remove high level corporate officers.

A) True
B) False

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Olivia is a director of Property Managers Inc. As a director, with respect to the corporation, Olivia is


A) a fiduciary.
B) an actuary.
C) momentary.
D) statuary.

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

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A

A board of directors can hold special meetings so long as notice is sent to all directors, even if shareholders are not notified.

A) True
B) False

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True

The initial board of directors of a corporation is normally appointed by the incorporators and serve until the first annual shareholders ' meeting.

A) True
B) False

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

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Directors and officers are not liable for the torts and crimes of employees under their supervision.

A) True
B) False

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Directors do not need to be given advance notice of all regular board meetings.

A) True
B) False

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Kay and Leo form Metro Delivery Inc. Responsibility for all policymaking decisions necessary to the management of corporate affairs rests with Metro's


A) board of directors.
B) high-level managers.
C) chief executive officer.
D) shareholders.

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

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Kathy is a director of Line Production Inc. As a director, with respect to the corporation, Kathy is expected to subordinate


A) her personal interests to the corporation's welfare.
B) the corporation's welfare to her personal interests.
C) her knowledge and training in the corporation's interest.
D) her business judgment in the shareholders' interests.

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

Correct Answer

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Directors decide when dividends are to be paid to shareholders.

A) True
B) False

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Biff is a director of ChemCo Inc. Because of this position, Biff becomes involved in litigation. With respect to the costs, fees, and damages involved, he has a right to


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

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

Correct Answer

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Sara and Tim form Urban Foods Inc. When it comes to managing Urban, the firm relies on


A) the board of directors.
B) the officers and the directors.
C) the officers.
D) the shareholders.

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

Correct Answer

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As a director of InstaTalk Inc., Jim has a right of inspection. This right


A) can be restricted by the corporate articles.
B) can be restricted by the corporate bylaws.
C) can be restricted by an act of the board.
D) cannot be restricted.

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

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D

A director or officer must make a full disclosure of any conflict of interest with respect to a corporate contract.

A) True
B) False

Correct Answer

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Directors have a duty to be honest and to use prudent business judgment in the conduct of corporate affairs.

A) True
B) False

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Daisy is a director of Extraction Corporation. She opposes an offer to merge Extraction with Fill Inc. because she would lose her board position. If the merger otherwise is a good deal for the company, Daisy is most likely liable for breach of


A) the duty of care.
B) the business judgment rule.
C) the duty of loyalty.
D) the duty of notice.

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

Correct Answer

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Corporate officers have responsibility for all policymaking decisions necessary to the management of corporate affairs.

A) True
B) False

Correct Answer

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