Exam 16: The Corporate Form: Operational Matters

What is the role of the fiduciary principle in matters with respect to corporate law relating to governance?

Jeremy is an elected member of the board of directors of the same corporation where Johanna holds the position of chief financial officer.Their positions require each of them to uphold their fiduciary duties to act honestly and in good faith with regard to the best interests of the corporation.

The judge's review of the evidence confirmed the lack of an indication as to who the parties intended to be liable should the contemplated new corporate entity fail to come into existence.In which of the following circumstances is such a finding likely to be most problematic?

The oppression remedy is a personal action that can be brought by shareholders,creditors,directors,and officers.

Identify and briefly explain the factors that a court must consider when setting fines or imposing other penalties on a corporation found to be responsible for the commission of a criminal offence.

Which of the following is a distinguishing characteristic of pre-incorporation contracts?

Of the 1000 issued and outstanding common voting shares of Trunda Adventures Corp.,Isaac holds 501,Marielle holds 250,and Lorenzo holds the remaining 249.Based on this arrangement,which of the following rests with Isaac?

Why is it important that the Supreme Court of Canada has set law in place allowing creditors to pursue an action based on the obvious and more open ended duty of care?

The existence of the derivative action remedy means that directors are unable to treat the corporation as their own personal fiefdom with impunity.

By a two-thirds majority vote,EcoGreen Inc.'s shareholders approved a proposed amendment to the articles of incorporation allowing for public ownership of the company's shares and the adoption of a dual-class share structure.Zoe voted against the change.Due to her dissatisfaction,which of the following most likely offers Zoe the best solution?

A shareholders' agreement is an agreement among all shareholders that restricts the powers of the directors to manage the corporation.

The identification theory makes a corporation's liability directly attributable to the acts of a corporation's directing minds.

A court is satisfied with plaintiff counsel's efforts to establish that,based on the facts of the matter,the defendant corporation is the agent of its shareholders.In presenting this argument,what legal feat was plaintiff's counsel attempting to accomplish on his client's behalf?

Which of the following is a business law professor most likely to indicate as being the reason for the codifying of the standard of care of a corporation's directors and officers?

Briefly explain how corporate directors are able to meet their statutory standard of care and identify the various methods that directors should employ to achieve this goal.

In litigation involving a promoter,one of the parties named in a contract is described as an entity yet to be incorporated.Any statutory protections from contractual liability available to a promoter have been strictly construed by the courts.Accordingly,in these circumstances,the promoter will be bound by personal liability in the eyes of a court finding the absence of which of the following?

Traditionally,courts have shown little reluctance to say that a director or officer is automatically liable for a tort he or she committed on company time.

The exercise of care,diligence,and skill in the performance of their duties is seldom enough to reduce the exposure to personal liability that corporate directors face.

Why is knowing whether directors have been purchasing shares of a corporation a fundamental right belonging to the shareholders of a corporation?

The common shares of a corporation typically carry the priority right to the distribution of dividends and the proceeds on dissolution.