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A court may not dissolve a corporation in a proceeding brought by a shareholder if it is only established that the acts of the directors are merely oppressive and not destructive.

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Match each statement with the correct term below. -consolidation


A) Directors are elected by a plurality of votes.
B) Authorization to vote another's shares at a shareholder meeting.
C) Permits a domestic business corporation to become a domestic or foreign partnership, LLC, or other entity; permits a domestic of foreign partnership, LLC, or other entity to become a domestic business corporation.
D) Change of a corporation's state of incorporation.
E) Entitles each shareholder to give one candidate as many votes as the number of directors to be elected multiplied by the number of shares owned.
F) Minimum number necessary to be present at a meeting in order to transact business.
G) Brought by shareholder on behalf of the corporation to enforce a right belonging to the corporation.
H) Brought by a shareholder to enforce a claim against the corporation based upon his ownership of shares.
I) Must exercise ordinary care and prudence.
J) Fiduciary obligation of faithfulness; subordination of self-interest.
K) Must act within their respective authority.
L) The combination of assets of two or more corporations into one of the corporations.
M) The combination of two or more corporations into a new corporation.
N) Precludes imposing liability on directors and officers for honest mistakes in judgment if they act in good faith with due care.
O) A general invitation to all the shareholders of a target company to sell their shares at a specified price.

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A dissenting shareholder who complies with all applicable requirements is entitled to an appraisal remedy.

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Match each statement with the correct term below. -merger


A) Directors are elected by a plurality of votes.
B) Authorization to vote another's shares at a shareholder meeting.
C) Permits a domestic business corporation to become a domestic or foreign partnership, LLC, or other entity; permits a domestic of foreign partnership, LLC, or other entity to become a domestic business corporation.
D) Change of a corporation's state of incorporation.
E) Entitles each shareholder to give one candidate as many votes as the number of directors to be elected multiplied by the number of shares owned.
F) Minimum number necessary to be present at a meeting in order to transact business.
G) Brought by shareholder on behalf of the corporation to enforce a right belonging to the corporation.
H) Brought by a shareholder to enforce a claim against the corporation based upon his ownership of shares.
I) Must exercise ordinary care and prudence.
J) Fiduciary obligation of faithfulness; subordination of self-interest.
K) Must act within their respective authority.
L) The combination of assets of two or more corporations into one of the corporations.
M) The combination of two or more corporations into a new corporation.
N) Precludes imposing liability on directors and officers for honest mistakes in judgment if they act in good faith with due care.
O) A general invitation to all the shareholders of a target company to sell their shares at a specified price.

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Match each statement with the correct term below. -bond


A) Debt agreement specifying loan terms.
B) One created under the laws of a given state.
C) One created under the laws of any other state or jurisdiction.
D) Person who takes the preliminary steps to organize a corporation.
E) Person who signs the articles of incorporation.
F) Rules governing a corporation's internal management.
G) One formed in substantial compliance with the incorporation statute and having all corporate attributes.
H) One not formed in compliance with the statute but recognized for most purposes as a corporation.
I) One whose shares are owned by a large number of people and are widely traded.
J) One created to administer a unit of local civil government.
K) Any action taken or contract made by a corporation that goes beyond its express and implied powers.
L) Source of capital creating no ownership interest and involving the corporation's promise to repay funds loaned to it.
M) A type of debt security.
N) Person who agrees to purchase stock in a corporation.
O) Condition the payment of interest to some extent on corporate earnings.
P) Bonds subject to redemption.
Q) Eligible corporation electing to be taxed as a partnership.
R) Corporate ownership interest having superior contractual rights with regard to dividends, liquidation rights, or both.
S) May be exchanged for other securities.
T) Claims against a corporation's general assets and also a lien on specific property.
U) Basic organizational document of a corporation; charter.
V) Shares reacquired by a corporation.
W) Opportunity to purchase a pro rata share of new stock offerings.
X) Source of capital creating an ownership interest in the corporation.
Y) A corporation's exercise of the right to repurchase its own shares.

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The court in the Cohen v.Mirage Resorts,Inc.case stated:


A) a claim brought by a dissenting shareholder that questions the validity of a merger as a result of wrongful conduct on the part of majority shareholders or directors is properly a derivative suit.
B) a shareholder who opposes a merger must either accept the terms of the merger and exchange their shares for new shares or dissent from the merger and forfeit their stock.
C) minority shareholders may challenge the merger process if it is procedurally deficient or if fraud affected the shareholder vote on the merger.
D) minority shareholders have no right to sue to enjoin or rescind an invalid merger, but must be satisfied with money damages.

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Match each statement with the correct term below. -duty of obedience


A) Directors are elected by a plurality of votes.
B) Authorization to vote another's shares at a shareholder meeting.
C) Permits a domestic business corporation to become a domestic or foreign partnership, LLC, or other entity; permits a domestic of foreign partnership, LLC, or other entity to become a domestic business corporation.
D) Change of a corporation's state of incorporation.
E) Entitles each shareholder to give one candidate as many votes as the number of directors to be elected multiplied by the number of shares owned.
F) Minimum number necessary to be present at a meeting in order to transact business.
G) Brought by shareholder on behalf of the corporation to enforce a right belonging to the corporation.
H) Brought by a shareholder to enforce a claim against the corporation based upon his ownership of shares.
I) Must exercise ordinary care and prudence.
J) Fiduciary obligation of faithfulness; subordination of self-interest.
K) Must act within their respective authority.
L) The combination of assets of two or more corporations into one of the corporations.
M) The combination of two or more corporations into a new corporation.
N) Precludes imposing liability on directors and officers for honest mistakes in judgment if they act in good faith with due care.
O) A general invitation to all the shareholders of a target company to sell their shares at a specified price.

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Match each statement with the correct term below. -redemption


A) Debt agreement specifying loan terms.
B) One created under the laws of a given state.
C) One created under the laws of any other state or jurisdiction.
D) Person who takes the preliminary steps to organize a corporation.
E) Person who signs the articles of incorporation.
F) Rules governing a corporation's internal management.
G) One formed in substantial compliance with the incorporation statute and having all corporate attributes.
H) One not formed in compliance with the statute but recognized for most purposes as a corporation.
I) One whose shares are owned by a large number of people and are widely traded.
J) One created to administer a unit of local civil government.
K) Any action taken or contract made by a corporation that goes beyond its express and implied powers.
L) Source of capital creating no ownership interest and involving the corporation's promise to repay funds loaned to it.
M) A type of debt security.
N) Person who agrees to purchase stock in a corporation.
O) Condition the payment of interest to some extent on corporate earnings.
P) Bonds subject to redemption.
Q) Eligible corporation electing to be taxed as a partnership.
R) Corporate ownership interest having superior contractual rights with regard to dividends, liquidation rights, or both.
S) May be exchanged for other securities.
T) Claims against a corporation's general assets and also a lien on specific property.
U) Basic organizational document of a corporation; charter.
V) Shares reacquired by a corporation.
W) Opportunity to purchase a pro rata share of new stock offerings.
X) Source of capital creating an ownership interest in the corporation.
Y) A corporation's exercise of the right to repurchase its own shares.

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Match each statement with the correct term below. -convertible bonds


A) Debt agreement specifying loan terms.
B) One created under the laws of a given state.
C) One created under the laws of any other state or jurisdiction.
D) Person who takes the preliminary steps to organize a corporation.
E) Person who signs the articles of incorporation.
F) Rules governing a corporation's internal management.
G) One formed in substantial compliance with the incorporation statute and having all corporate attributes.
H) One not formed in compliance with the statute but recognized for most purposes as a corporation.
I) One whose shares are owned by a large number of people and are widely traded.
J) One created to administer a unit of local civil government.
K) Any action taken or contract made by a corporation that goes beyond its express and implied powers.
L) Source of capital creating no ownership interest and involving the corporation's promise to repay funds loaned to it.
M) A type of debt security.
N) Person who agrees to purchase stock in a corporation.
O) Condition the payment of interest to some extent on corporate earnings.
P) Bonds subject to redemption.
Q) Eligible corporation electing to be taxed as a partnership.
R) Corporate ownership interest having superior contractual rights with regard to dividends, liquidation rights, or both.
S) May be exchanged for other securities.
T) Claims against a corporation's general assets and also a lien on specific property.
U) Basic organizational document of a corporation; charter.
V) Shares reacquired by a corporation.
W) Opportunity to purchase a pro rata share of new stock offerings.
X) Source of capital creating an ownership interest in the corporation.
Y) A corporation's exercise of the right to repurchase its own shares.

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The attorney general of the state of incorporation may bring a court action to dissolve a corporation if the corporation obtained its charter through fraud.

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If a purchaser of all a corporation's assets continues the seller's product line,some courts impose upon the purchaser strict tort liability for defects in products previously manufactured by the seller corporation.

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The combination of two or more corporations into a new corporation is known as:


A) merger.
B) consolidation.
C) compulsory share exchange.
D) short-form merger.

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The 2002 amendments to the Revised Act provide for domestication and conversion into other entities without a merger.

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Match each statement with the correct term below. -debt security


A) Debt agreement specifying loan terms.
B) One created under the laws of a given state.
C) One created under the laws of any other state or jurisdiction.
D) Person who takes the preliminary steps to organize a corporation.
E) Person who signs the articles of incorporation.
F) Rules governing a corporation's internal management.
G) One formed in substantial compliance with the incorporation statute and having all corporate attributes.
H) One not formed in compliance with the statute but recognized for most purposes as a corporation.
I) One whose shares are owned by a large number of people and are widely traded.
J) One created to administer a unit of local civil government.
K) Any action taken or contract made by a corporation that goes beyond its express and implied powers.
L) Source of capital creating no ownership interest and involving the corporation's promise to repay funds loaned to it.
M) A type of debt security.
N) Person who agrees to purchase stock in a corporation.
O) Condition the payment of interest to some extent on corporate earnings.
P) Bonds subject to redemption.
Q) Eligible corporation electing to be taxed as a partnership.
R) Corporate ownership interest having superior contractual rights with regard to dividends, liquidation rights, or both.
S) May be exchanged for other securities.
T) Claims against a corporation's general assets and also a lien on specific property.
U) Basic organizational document of a corporation; charter.
V) Shares reacquired by a corporation.
W) Opportunity to purchase a pro rata share of new stock offerings.
X) Source of capital creating an ownership interest in the corporation.
Y) A corporation's exercise of the right to repurchase its own shares.

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Appraisal rights:


A) belong to dissenting shareholders.
B) can be exercised by a target company any time before acquisition.
C) allow a target company to get a fair valuation of their assets before sale.
D) always give all shareholders the fair market value of their shares.

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Match each statement with the correct term below. -equity securities


A) Debt agreement specifying loan terms.
B) One created under the laws of a given state.
C) One created under the laws of any other state or jurisdiction.
D) Person who takes the preliminary steps to organize a corporation.
E) Person who signs the articles of incorporation.
F) Rules governing a corporation's internal management.
G) One formed in substantial compliance with the incorporation statute and having all corporate attributes.
H) One not formed in compliance with the statute but recognized for most purposes as a corporation.
I) One whose shares are owned by a large number of people and are widely traded.
J) One created to administer a unit of local civil government.
K) Any action taken or contract made by a corporation that goes beyond its express and implied powers.
L) Source of capital creating no ownership interest and involving the corporation's promise to repay funds loaned to it.
M) A type of debt security.
N) Person who agrees to purchase stock in a corporation.
O) Condition the payment of interest to some extent on corporate earnings.
P) Bonds subject to redemption.
Q) Eligible corporation electing to be taxed as a partnership.
R) Corporate ownership interest having superior contractual rights with regard to dividends, liquidation rights, or both.
S) May be exchanged for other securities.
T) Claims against a corporation's general assets and also a lien on specific property.
U) Basic organizational document of a corporation; charter.
V) Shares reacquired by a corporation.
W) Opportunity to purchase a pro rata share of new stock offerings.
X) Source of capital creating an ownership interest in the corporation.
Y) A corporation's exercise of the right to repurchase its own shares.

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The Revised Act permits the board of directors to adopt certain amendments without shareholder action,unless the articles of incorporation provide otherwise.These amendments would include:


A) extending the duration of a corporation if it was incorporated when limited duration was required by law.
B) changing each issued and unissued authorized share of an outstanding class into a greater number of whole shares if the corporation has only one class of shares.
C) making minor name changes.
D) All of the above.

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To eliminate minority interests,which of the following are sometimes used to take a publicly held corporation private?


A) Conversion.
B) Domestication.
C) Cash-out combinations.
D) All of the above.

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In order to lease substantially all of a corporation's assets not in the usual course of business:


A) shareholder approval is necessary.
B) shareholder approval is required if so determined by a subjective test under the 1999 amendments to the Revised Act.
C) approval of the board and the majority of the corporation's outstanding shares is required; dissenting shareholders do not usually have an appraisal remedy.
D) shareholder approval is unnecessary, unlike for the sale of assets.

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Match each statement with the correct term below. -direct suit


A) Directors are elected by a plurality of votes.
B) Authorization to vote another's shares at a shareholder meeting.
C) Permits a domestic business corporation to become a domestic or foreign partnership, LLC, or other entity; permits a domestic of foreign partnership, LLC, or other entity to become a domestic business corporation.
D) Change of a corporation's state of incorporation.
E) Entitles each shareholder to give one candidate as many votes as the number of directors to be elected multiplied by the number of shares owned.
F) Minimum number necessary to be present at a meeting in order to transact business.
G) Brought by shareholder on behalf of the corporation to enforce a right belonging to the corporation.
H) Brought by a shareholder to enforce a claim against the corporation based upon his ownership of shares.
I) Must exercise ordinary care and prudence.
J) Fiduciary obligation of faithfulness; subordination of self-interest.
K) Must act within their respective authority.
L) The combination of assets of two or more corporations into one of the corporations.
M) The combination of two or more corporations into a new corporation.
N) Precludes imposing liability on directors and officers for honest mistakes in judgment if they act in good faith with due care.
O) A general invitation to all the shareholders of a target company to sell their shares at a specified price.

Correct Answer

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