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1.
(p. 863)
A stock subscription agreement signed before incorporation may obligate a person to
purchase shares in the corporation.
2.
(p. 853)
Each director has one vote.
3.
(p. 853)
The Revised Model Business Corporation Act forbids directors' meetings being held via
telephone.
4.
(p. 854)
Shareholders are directly responsible for the daily management of a corporation.
5.
(p. 856)
Directors and officers have a fiduciary duty of care.
6.
(p. 857)
When directors or officers violate their duty of loyalty, they are self-dealing.
7.
(p. 858)
A board of directors may take no action that benefits a director in his or her personal
capacity.
8.
(p. 867)
A shareholder can file a direct suit against a director if the director has caused harm to
the business by violating a fiduciary duty.
9.
(p. 863)
A shareholder may not be held personally liable to a corporation for receiving watered
stock.
10.
(p. 865)
In most states, a corporation's bylaws can negate preemptive rights.
11.
(p. 855)
Which of the following was the result on appeal in the Case Opener, the case in which a
majority shareholder voted to award a bonus to her son, the president of the company, over the
objection of minority shareholders?
12.
(p. 859)
Which of the following was the result in
Patrick v. Allen
, the case in the text involving
whether the business judgment rule exempted directors of a corporation from liability for renting
land to a private golf course, of which several directors were members, at a price sufficient to
cover only property taxes?
13.
(p. 859)
Which of the following was the result on appeal in
McCann v. McCann
, the case in the
text involving whether a corporation engaged in a "squeeze-out" as to a minority shareholder?
14.
(p. 852)
Which of the following is true regarding the Revised Model Business Corporation Act?
15.
(p. 862)
Which of the following was the result in
State of Wisconsin Investment Board v. William
Bartlett
, the case in the text in which a shareholder sought an injunction blocking the merger of
the pharmaceutical company in which it owned shares, Medco, with another pharmaceutical
company?
16.
(p. 864)
The French Penal Code adopts what is called the _______ which requires that corporate
criminal liability be applied only in cases that pertain to an "express mention in the law or in a
French regulation."
17.
(p. 852)
How are directors typically chosen after the incorporation process?
18.
(p. 852)
Which of the following is true regarding how directors are chosen during incorporation?
19.
(p. 852)
How is the number of corporate directors determined?
20.
(p. 853)
If a corporation has fewer than _____ shareholders, the Revised Model Business
Corporation Act allows companies to eliminate the board of directors entirely.
21.
(p. 853)
Although some states allow for longer terms under certain circumstances, for how long
do directors typically serve?
22.
(p. 853)
For which of the following may a director generally be removed?
23.
(p. 853)
Which of the following is a term for a requirement that a minimum number of directors be
present at a meeting for decisions made at the meeting to be valid?
24.
(p. 853)
While ordinary decisions made by directors require a ______ vote, more important
decisions sometimes require a _____ vote.
25.
(p. 854)
Which of the following are directors who are also officers or employees of the
corporation?
26.
(p. 854)
Which of the following are directors who are not officers or employees of the
corporation?
27.
(p. 854)
Which of the following are outside directors who have business contacts with the
corporation?
28.
(p. 854)
Which of the following are outside directors who do not have business contacts with the
corporation?
29.
(p. 854)
Which of the following is
false
regarding officers of a corporation?
