Exam 40: A: Corporate Directors,officers, Shareholders

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Flite-Craft Corporation makes and sells aircraft parts.In most states,the minimum number of directors that must be present before Flite-Craft's board could transact its business is

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B

Dividends can be paid in cash.

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True

Guy is Hot Java Company's majority shareholder.Guy decides to sell his Hot Java stock.The sale will be an effective transfer of the control of the company.Does Guy owe a duty to Hot Java or its minority shareholders in this situation?

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Yes.A single shareholder-or a few share?hold?ers acting together-who owns enough stock to exer?cise de facto control over a cor?poration owes the cor?poration and its minority share?holders a fidu?ciary duty when transfer?ring those shares.A breach of this fiduciary duty by those who control a closely held corporation can constitute what is known as oppressive conduct.A breach of this duty may also occur if a majority shareholder attempts to exclude minority shareholders from receiving certain benefits from participating in the firm.Thus,for example,refusing to perform a valuation of the company,or denying the minority shareholders access to corporate information to which they would otherwise entitled,would constitute a violation of this duty.

Sylvia is an officer of Triad Hotel Company.As an officer,with respect to the corporation,Sylvia is

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Denise,Ervin,and Flem occupy the positions of directors on the board of Gallery Corporation.As directors,they may not

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For shareholders to act during a meeting,a quorum must be present.

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Shareholders must attend a shareholders' meeting to vote their shares.

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An outside director is a director who is also an officer of the corporation.

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Cara and Dru are officers of EZ Trucking Corporation.As cor?porate officers,the rights of Cara and Dru are

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In most states,a director cannot be removed without cause unless shareholders have reserved the right.

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Directors and officers must subordinate the welfare of the corporation to their personal interests.

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Orin is a shareholder of Pinkwater Corporation.In some states,Orin might in?cur personal liability for Pinkwater obligations if he

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In most states,one individual cannot be both an officer and a director.

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Zero Sum Games Corporation has forty-three shareholders.The minimum number that must be present at a meeting for a shareholders' vote is

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A shareholder's right to inspect corporate books and records is unlimited.

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Many states permit a corporate board to have fewer than three directors.

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Directors are entitled to use confidential corporate information for their personal advantage.

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Mitch is a director and officer of Numero Uno,Inc.Mitch makes a market?ing decision that results in a dramatic decrease in profits for Numero Uno and its shareholders.The shareholders accuse Mitch of breaching his fiduci?ary duty to the corporation.What is Mitch's best defense against this ac?cu?sation? Later,a resolution comes before the Numero Uno board to compete with One-of-a-Kind Corporation.Mitch is a director and shareholder of One-of-a-Kind.What is Mitch's responsibility in this situation?

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Whit is a director of Vids Corporation.With respect to policymaking decisions necessary to the management of corporate affairs,Whit and the other Vids directors have responsibility for

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Each director has a right of access to the corporation's books and records,facilities,and premises.

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