Question 1

A shareholder who is unable to attend a meeting can exercise voting power through a proxy.

Accepted Answer

A) True 
 B)False

Question 2

After the enactment of Bill C-45,an Act to Amend the Criminal Code (Criminal Liability of Organizations),which of the following would be considered an offence that requires intent on behalf of a directing mind of a corporation?

Accepted Answer

A)  storage of firearms 
B)  flamboyant standard of care 
C)  fraud, theft, and bribery 
D)  safety of others 
A)  storage of firearms 
B)  flamboyant standard of care 
C)  fraud, theft, and bribery 
D)  safety of others

Question 3

A unanimous shareholder agreement is an agreement that defines the relationship among people who have an ownership interest in a corporation.

Accepted Answer

A) True 
 B)False

Question 4

Statutory procedures were enacted to avoid a blanket prohibition on self-dealing contracts.

Accepted Answer

A) True 
 B)False

Question 5

With respect to an alleged misappropriation of a corporate opportunity,a judge's examination of facts and matters giving rise to a question of whether an individual is in breach of a fiduciary duty would be strongly supported by evidence of which of the following?

Accepted Answer

A)  the quantum of knowledge possessed and factors influencing it being obtained 
B)  the amount of profits earned by the individual committing the breach of duty 
C)  the circumstances under which the employment relationship of the officer arose 
D)  the duration of time an individual has held a fiduciary position with the entity 
A)  the quantum of knowledge possessed and factors influencing it being obtained 
B)  the amount of profits earned by the individual committing the breach of duty 
C)  the circumstances under which the employment relationship of the officer arose 
D)  the duration of time an individual has held a fiduciary position with the entity

Question 6

A promoter is an individual who participates in setting up a corporation.

Accepted Answer

A) True 
 B)False

Question 7

In assessing a claim for oppression,a court must,among other things,determine whether the evidence supports a reasonable expectation of the stakeholder.

Accepted Answer

A) True 
 B)False

Question 8

Which of the following is a valid criticism of the CSA corporate governance polices adopted as "best practices" guidelines in June 2005 by the Canadian Securities Commissions?

Accepted Answer

A)  Enforced mandatory guidelines increase lifting of the corporate veil. 
B)  They fail to nationally harmonize securities regulation policy. 
C)  They fail to enforce effective oversight of the auditing profession. 
D)  Non-mandatory guidelines are ineffective compared to enforceable deterrents. 
A)  Enforced mandatory guidelines increase lifting of the corporate veil. 
B)  They fail to nationally harmonize securities regulation policy. 
C)  They fail to enforce effective oversight of the auditing profession. 
D)  Non-mandatory guidelines are ineffective compared to enforceable deterrents.

Question 9

Briefly discuss the oppression remedy.Identify the categories of conduct a court would usually find to be oppressive in nature.

Accepted Answer

The oppression remedy is the most widely

Question 10

Which of the following is the most important factor contributing to Wilbur's decision to exercise his pre-emptive right?

Accepted Answer

A)  a desire to inspect the register of share transfers 
B)  a need to ask the court to appoint an inspector 
C)  a desire to maintain his current level of control 
D)  a need to know if directors are purchasing shares 
A)  a desire to inspect the register of share transfers 
B)  a need to ask the court to appoint an inspector 
C)  a desire to maintain his current level of control 
D)  a need to know if directors are purchasing shares

Question 11

A duty owed by directors or officers that compares them to a reasonably prudent person in comparable circumstances requires the exercise of which of the following?

Accepted Answer

A)  honesty, skill, and care 
B)  diligence, honesty, and fairness 
C)  diligence, skill, and care 
D)  prudence, fairness, and honesty 
A)  honesty, skill, and care 
B)  diligence, honesty, and fairness 
C)  diligence, skill, and care 
D)  prudence, fairness, and honesty

Question 12

A regulatory offence will only arise where a corporation's actions are contrary to private interests.

Accepted Answer

A) True 
 B)False

Question 13

SunDials4U Inc.will bear vicarious liability for commission of torts by its directors and executive officers.

Accepted Answer

A) True 
 B)False

Question 14

An oil company has been found guilty of an environmental crime.In order to ensure remedial steps are undertaken to prevent the likelihood of a subsequent offence,which of the following must a court use?

Accepted Answer

A)  summary conviction for the offending act, together with a fine of up to $100 000 
B)  impose a probation order giving court oversight and regulation of reforming efforts 
C)  accounting of profits from economic advantage gained by commission of crime 
D)  summary conviction for the offence and a fine of greater than $25 000. 
A)  summary conviction for the offending act, together with a fine of up to $100 000 
B)  impose a probation order giving court oversight and regulation of reforming efforts 
C)  accounting of profits from economic advantage gained by commission of crime 
D)  summary conviction for the offence and a fine of greater than $25 000.

Question 15

Which of the following would a litigation lawyer most likely indicate as being the type of liability imposed by a court where it is not open to the accused to show he was without fault?

Accepted Answer

A)  primary liability 
B)  absolute liability 
C)  vicarious liability 
D)  strict liability 
A)  primary liability 
B)  absolute liability 
C)  vicarious liability 
D)  strict liability

Exam 16: The Corporate Form: Operational Matters

A shareholder who is unable to attend a meeting can exercise voting power through a proxy.

After the enactment of Bill C-45,an Act to Amend the Criminal Code (Criminal Liability of Organizations),which of the following would be considered an offence that requires intent on behalf of a directing mind of a corporation?

A unanimous shareholder agreement is an agreement that defines the relationship among people who have an ownership interest in a corporation.

Statutory procedures were enacted to avoid a blanket prohibition on self-dealing contracts.

With respect to an alleged misappropriation of a corporate opportunity,a judge's examination of facts and matters giving rise to a question of whether an individual is in breach of a fiduciary duty would be strongly supported by evidence of which of the following?

A promoter is an individual who participates in setting up a corporation.

In assessing a claim for oppression,a court must,among other things,determine whether the evidence supports a reasonable expectation of the stakeholder.

Which of the following is a valid criticism of the CSA corporate governance polices adopted as "best practices" guidelines in June 2005 by the Canadian Securities Commissions?

Briefly discuss the oppression remedy.Identify the categories of conduct a court would usually find to be oppressive in nature.

Which of the following is the most important factor contributing to Wilbur's decision to exercise his pre-emptive right?

A duty owed by directors or officers that compares them to a reasonably prudent person in comparable circumstances requires the exercise of which of the following?

A regulatory offence will only arise where a corporation's actions are contrary to private interests.

SunDials4U Inc.will bear vicarious liability for commission of torts by its directors and executive officers.

An oil company has been found guilty of an environmental crime.In order to ensure remedial steps are undertaken to prevent the likelihood of a subsequent offence,which of the following must a court use?

Which of the following would a litigation lawyer most likely indicate as being the type of liability imposed by a court where it is not open to the accused to show he was without fault?

Knowledge of Law as a Business Asset

The Canadian Legal System

Managing Legal Risks

Dispute Resolution

An Introduction to Contracts

Forming Contractual Relationships

The Terms of a Contract

Non-enforcement of Contracts

Termination and Enforcement of Contracts

Introduction to Tort Law

The Tort of Negligence

Other Torts

The Agency Relationship

Business Forms and Arrangements

The Corporate Form: Organizational Matters

Personal Property

Intellectual Property

Real Property

The Employment Relationship

Terminating the Employment Relationship

Professional Relationships

Sales and Marketing: The Contract, Product, and Promotion

Sales and Marketing: Price, Distribution, and Risk Management

Business and Banking

The Legal Aspects of Credit

Bankruptcy and Insolvency

Insurance

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