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Exam 16: Corporations and the Sarbanes-Oxley Act

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Question 1

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Foreign corporations can elect to be taxed as an S corporation.

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Question 2

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Which of the following is true of corporate bylaws?

A) They only contain rules on how the corporation can deal with the government.
B) They are only adopted by the shareholders of the corporation.
C) They are not binding on the directors, or shareholders of the corporation.
D) They do not have to be filed with any government official.

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D

Question 3

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The articles of incorporation must contain the name and address of every incorporator.

Common stockholders receive dividends declared by the board of directors.

A detailed set of rules adopted by the board of directors after a corporation is incorporated that contains provisions for managing the business and the affairs of the corporation are referred to as ________.

Which of the following entities elects members of the board of directors for a corporation?

A merged corporation ceases to exist after the merger.

A requirement that a greater than majority of shares constitutes a quorum of the vote of the shareholders is known as the ________ requirement.

The business judgment rule protects shareholders for honest mistakes of judgment.

The corporation that is owned by the parent corporation in a share exchange is known as the surviving corporation.

The articles of incorporation is also known as a(n)________.

Involuntary dissolution of a corporation that is ordered by the secretary of state if a corporation has failed to comply with certain procedures required by law is known as ________.

In which of the following cases can the alter ego doctrine be invoked in a corporate civil case?

Which of the following are considered as owners of a corporation?

A corporation that is incorporated in another country is known as a(n)________ corporation.

A corporation is dissolved upon the effective date of the articles of dissolution.

According to the provisions set forth by the Sarbanes-Oxley Act, the ________, a federal government agency, may issue an order prohibiting any person who has committed securities fraud from acting as an officer or a director of a public company.

A(n)________ is a member of a board of directors who is not an officer of the corporation.

The secret profits obtained by a director or officer cannot be recovered by a corporation.

Jameson works for Fishy-Mart Corporation, a chain of superstores that sell large quantities of seafood. Jameson's job is to locate future sites for Fishy-Mart stores. Jameson finds a piece of real estate near a coastline that would make a great site for a Fishy-Mart store. Jameson tells his friend to purchase the property from its current owner, which he does. Jameson has a secret agreement with his friend to split the profits when he sells the property to Fishy-Mart. Jameson, without disclosing his interest in the property, recommends the site to Fishy-Mart, which then purchases the property from Jameson's friend. The friend splits the profits with Jameson. What breach of the duty of loyalty has Jameson committed here?