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Which of the following is true of shareholders?


A) They own the corporation whose shares they also own.
B) They can bind the corporation that they own to contracts.
C) They are agents of the corporations they own.
D) They are directors of the corporations they own.

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A shareholder's only management duty is to vote on matters like the election of directors and the approval of fundamental changes in the corporation.

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A shareholder's ________ liability means that they are liable for the debts and obligations of the corporation only to the extent of their capital contribution.


A) limited
B) product
C) manufacturer's
D) vicarious

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Which of the following is true of straight voting?


A) It gives a minority shareholder the advantage in electing the entire board of directors.
B) It allows shareholders to cast as many votes as the number of shares they own.
C) It requires a greater than majority of the shares to constitute a quorum of the vote of the shareholders.
D) It permits voters to procure votes equal to the product of the shares they own and the number of directors to be elected.

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Unless terms are staggered,the term of a director's office expires at the next ________ shareholders' meeting following his or her election.


A) annual
B) special
C) emergency
D) extraordinary

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When shareholders of a company wish to meet for the sole purpose of electing a board of directors,they will tend to hold a(n) ________ shareholders' meeting.


A) annual
B) special
C) emergency
D) extraordinary

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Which of the following policies helps a corporate officer from being sued for honest mistakes made on behalf of a corporation?


A) duty of loyalty
B) duty of obedience
C) business judgment rule
D) self-dealing

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A lawsuit a shareholder brings against an offending party on behalf of a corporation when the corporation fails to bring the lawsuit is known as a derivative action.

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Define duty of loyalty and its connection with the business judgment rule.

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The duty of loyalty is a duty that direc...

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The written document authorizing a proxy is also called a proxy.

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A director or corporate officer who does not attend board meetings regularly would be in violation of ________.


A) self-dealing
B) duty of care
C) the business judgment rule
D) the alter ego doctrine

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According to the provisions set forth by the Sarbanes-Oxley Act,the ________ 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) United States International Trade Commission
B) Federal Reserve System
C) Federal Communications Commission
D) Securities and Exchange Commission

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Anexwell Analytics is looking to strengthen its talent pool by recruiting subject matter experts who can help guide the company's growth.The company hires Kenneth,a data analytics professor from a private college,to serve on its board as a technology adviser.Which of the following roles has Kenneth adopted in the above scenario?


A) outside director
B) ombudsman
C) corporate officer
D) corporate agent

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Dean,a director of a business consultancy firm,holds a meeting of the board of directors of the company.During the voting process over a critical issue,Dean unscrupulously casts two votes instead of the one that he is entitled to.Dean's conduct is an example of a ________.


A) breach in the duty of obedience
B) denial of the right of refusal
C) piercing of the corporate veil
D) violation of the business judgment rule

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Shareholders can bind the corporation to contracts.

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The ________ Act of 2002 is a federal statute that establishes rules to improve corporate governance,prevent fraud,and add transparency to corporate operations.


A) Sarbanes-Oxley
B) False Claims
C) Glass-Steagall
D) Lanham

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Which of the following is true of a corporate officer?


A) A corporate officer cannot be removed by the board of directors.
B) A corporate officer has the express authority to bind a corporation to contracts.
C) A corporate officer is not liable on an unauthorized contract if the corporation does not ratify it.
D) A corporate officer is responsible for making policy decisions and employing the major officers for the corporation.

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A derivative action is a(n) ________.


A) lawsuit that a shareholder brings against an offending party on behalf of a corporation
B) inquiry that the board of directors launches in order to analyze the ethical standards of the corporation
C) review that officers of the corporation conduct to test the skill sets of their subordinates
D) audit conducted by registered agents to examine the financial health of the corporation

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Under the Sarbanes-Oxley Act,the chief executive officer (CEO)and chief financial officer (CFO)of a public company must file a statement accompanying each annual and quarterly report.

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A ________ is an agreement that requires a selling shareholder to offer his or her shares for sale to the other parties to the agreement before selling them to anyone else.


A) proxy
B) buy-and-sell agreement
C) voting trust
D) right of right refusal

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