Exam 35: Management Structure

The Sarbanes-Oxley Act was passed in 2002 to seek to prevent corporate scandals by increasing corporate responsibility,creating new financial disclosure requirements,creating new criminal offenses,and creating an Accounting Oversight Board.

Which of the following is not an established right of a shareholder?

Marjorie is a member of the board of directors of Techno Ko Corp.She would like to have the corporation lend her some money so that she can begin another business venture.Which of the following is correct regarding loans of a corporation to one of its directors?

All of the following would constitute a "fundamental change" to the corporation EXCEPT:

A shareholder may bring a derivative suit on behalf of the corporation and any recovery usually goes to the corporation's treasury,or a shareholder may bring a direct suit to enforce a claim he has against the corporation based on his ownership of shares and any recovery goes to the shareholder plaintiff.

Officers and directors of a corporation owe to the corporation the subordination of their self-interest to the interest of the corporation and owe constant loyalty to the corporation.This duty is the:

By law,a shareholder is always entitled to one vote for each share of stock that he owns.

In some states and under the RMBCA,cumulative voting is permissive,not mandatory.

With respect to the voting rights of shareholders,a shareholder is entitled to vote:

What are some of the areas where the board determines corporation policy?

An extension of a voting trust for an additional term binds only those shareholders that consent to the extension.

The CFPA of 2010 requires that publicly held companies annually include a provision in their proxy statements for a binding shareholder vote on executive compensation.

In closely held corporations,stock transfer restrictions are used to achieve the corporate equivalent of delectus personae.

Closely held corporations sometimes impose supermajority or unanimous quorum requirements even though this creates the possibility of deadlock at the director level.

The Revised Act requires that demand be made upon the board of directors to enforce the corporate right at issue in all cases as a prerequisite to bringing a derivative suit.

Directors ordinarily serve until someone who wants the position calls for an election.

The Revised Act and the majority of states hold that the officers' and directors' test of the duty of diligence requires a director or officer to discharge her duties:

With respect to the board of directors of a corporation,which of the following is NOT correct?

Zeron Corporation stock may be summarized as follows: 100,000 authorized 90,000 issued 75,000 outstanding 15,000 treasury stock How many shares or proxies will have to be present for a quorum (assuming no special provision and that the Revised Act is not in effect)?

The Statutory Close Corporation Supplement to the MBCA and RMBCA and special legislation in about twenty states accommodate the needs of closely held corporations by all but which of the following?