Exam 34: Management Duties

The Model Business Corporation Act states: "All corporate powers shall be exercised by or under the authority of,and the business and affairs of the corporation managed by or under the direction of,its

Which of the following is a fundamental goal of shareholders?

On the day a tender offer begins,

Which of the following is correct concerning antitakeover efforts?

Courts are sympathetic to managers acting in the best interests of the corporation,even when the acts are illegal.

Directors have the authority to manage the corporate business.

The Williams Act regulates the conduct of the target company in a takeover situation.

A director violates the corporate opportunity doctrine if he or she competes with the corporation,unless the disinterested directors approve of the director's actions.

A staggered board of directors is an example of

In which case did the court find managers liable,even though the special committee and shareholders approved a self-dealing transaction?

A public offer to buy a block of stock directly from shareholders is called a tender offer.

A speculator plans to acquire control of Kelp Corporation and then resell it at a profit.A speculator is sometimes known as a corporate raider.

The business judgement rule is designed to protect

States are not involved in the regulation of corporate takeovers.

For the business judgment rule to apply,the manager must

Amy is on the board of directors of Computers Plus.Computers Plus is looking for a warehouse to purchase.Amy owns a warehouse.In order for Amy to sell her warehouse to Computers Plus,

A fundamental problem of the modern corporation is the conflict of interests between managers,shareholders,and stakeholders.

A finding by a court that a manager's decision had a rational business purpose does not necessarily protect the manager from a finding that he breached a duty of care.

Antitakeover tactics include all EXCEPT

One of the directors of Independent Pallet Mill purchases 100 acres of timberland.In order for him to sell the timber from this land to Independent,what must he do? If he does not act properly in this situation,what duty would he violate and what would be the result?