Exam 42: Organization and Financial Structure of Corporations

A(n)________ requires a selling shareholder to obtain the consent of the corporation or the other shareholders before she may sell her shares.

If repurchased shares are neither canceled nor restored to unissued status,they are called ________ shares.

Which of the following occurs at a corporation's organization meeting?

Memberships in a nonpublic corporation are generally freely transferable.

Only when the promoter is liable on the preincorporation contract is the other party liable on the contract.

A promoter is not an agent of the future corporation.

Short-term certificated options that are usually transferable are referred to as:

A(n)________ grants the corporation or other shareholders a choice to buy the selling shareholder's shares at a price determined by the agreement.

Corporations are generally liable on preincorporation contracts signed by their promoters.

What is the only function of an incorporator of a business?

Which of the following would be used to exclude unwanted persons from the corporation?

N-Ext Corp.(NEC)was defectively organized.As a result,even a corporation by estoppel could not be formed.As representatives of NEC,Pete (a shareholder manager)and Dave (a nonshareholder manager)made a contract with a vendor for supplying raw materials to NEC.The vendor did not get paid as per the contract.Who is liable in this situation?

Several states' constitutions place stricter limits than the MBCA on permissible considerations for issuance of common shares by corporations.Which of the following considerations is permissible under the MBCA but not permissible by such state constitutions?

The Statutory Close Corporation Supplement to the MBCA permits a corporation with ________ shareholders to elect to become a close corporation.

In the case in the text,Coyle v.Schwartz,the buy-and-sell agreement considered by the court is an example of:

A promoter:

A bank may lend money to a corporation in exchange for the corporation's short-term promissory notes,which are called:

Under the MBCA,which of the following is correct concerning shares repurchased by the corporation?

The fiduciary duty to the corporation is owed by its:

What is the term for an agreement that makes the shareholder sell his shares back to the corporation at a price determined in the agreement and binds the corporation to purchase the shares?