Exam 35: Management Structure

Under the Sarbanes-Oxley Act, the audit committee of every publicly held corporation has direct responsibility for the appointment, compensation, and oversight of the work of the public accounting firm employed by the corporation to perform audit services.

Answer the following: Ron Rader wants to buy all of the stock of Radmore, Inc. He approaches the officers and directors and offers to pay them $200 per share for each of the shares they hold. The officers a. and directors agree and then convince the majority of shareholders to sell their stock for $100 per share. Do the other stockholders have a cause of action against the officers and directors? Explain. Anne, Bob, and Clark are three of the five board members of Starzitz, Inc. One day they meet _b. by chance for breakfast and decide to transact some corporate business while they are all together. If they decide to declare a dividend and to purchase another building for the corporation at this meeting, will their actions be binding on the corporation? Explain. _a. ^{Yes. The officers and directors have a fiduciary duty to the corporation. In this}

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?

The right of a shareholder to examine the books and records of the corporation is a valuable right. However, it may be denied if the shareholder:

What is the role of shareholders in managing the corporation?

Directors, but not officers, may compete with the corporation in their own private business dealings.

The nominating committee of the board of directors actually determines the board's membership because:

Currently, Julia is vice president of Speller Corporation. Under the Revised Act, Julia will not be permitted to also hold the office of treasurer.

A significant change to U.S. financial regulation occurred with the 2010 Congressional enactment, the:

Which of the following is not true about a corporation's ratification of an officer's act?

One of the fiduciary duties of directors is the duty not to compete with the corporation. They may pursue their own business interest, but they may not:

An officer who breaches the fiduciary duty to the corporation will be:

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

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

Ace Corporation requires a quorum of five directors. Under the RMBCA if Pam, a director, shows up at the meeting for a vote on her favorite topic, dividends, and withdraws thereafter leaving only four directors, they may not act on any further business.

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.

In most states, a corporation may, with shareholder approval, limit the liability of directors for some breaches of the duties which they owe to the corporation.

The Revised Act states that "all corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of ":

The minimum number of board members necessary to be present at a meeting in order to transact business is known as:

OmegaByte Corp. has 1,000 shares of stock outstanding that are permitted to vote for directors. If OmegaByte Corp. permits cumulative voting, a minority shareholder would need to vote how many shares to elect one of three directors?