Deck 38: Adapting the Law to the Online Environment: Economic Recession Fuels the Amazon Tax Debate

Question 1

In the facts of the previous question,under the dissent's reasoning in Notz v.Everett Smith Group,Ltd. ,,a minority BC shareholder could bring

A)a claim against Typhoon's former directors.
B)a direct claim against SBI's majority shareholders.
C)a shareholder's derivative suit against Rewind.
D)no claim.

Answer 1

B

Question 2

Sayer is an employee of Thorny Foliage Eradication,Inc.Sayer tweets messages about Thorny Foliage to employees and outside interested parties,including investors and others.According to the Securities and Exchange Commission,Sayer's messages are subject to

A)federal securities laws.
B)international communications regulations.
C)state blog and tweet rules.
D)no law.

Answer 2

A

Question 3

Rewind Investments Inc.owns 90 percent of Swift Blades Inc.(SBI).Rewind's majority shareholders are also its directors and the directors of SBI.SBI's business is the design and assembly of wind-driven turbines.SBI is offered the opportunity to buy Typhoon Turbines,Inc. ,a competitor,but SBI's board turns it down.Within six months,Rewind buys Typhoon.Based on the court's reasoning in Notz v.Everett Smith Group,Ltd. ,,a minority SBI shareholder could bring

A)a claim against Typhoon's former directors.
B)a direct claim against SBI's majority shareholders.
C)a shareholder's derivative suit against Rewind.
D)no claim.

Answer 3

C

Question 4

The holding in Notz v.Everett Smith Group,Ltd.shows that majority shareholders should

A)act ethically and legally in the best interest of their corporation.
B)always act in the best interest of minority shareholders.
C)always act in their own best interest.
D)give control of their corporation to a disinterested third party.

Question 5

First Editions,Inc. ,a book dealer based in Texas,does business in all fifty states exclusively online.According to a decision of the United States Supreme Court,for an individual state to compel an out-of-state business to collect and remit state taxes,the business must have in that state

A)a substantial physical presence.
B)a potential marketing base.
C)an accessible Web site.
D)a party paid to solicit business for its products.

Question 6

Ren is a shareholder of Star Corporation.Ren wants to amend Star's bylaws to require it to publish the names of shareholder-nominated candidates for positions on the board of directors.Under the Securities and Exchange Commission's "notice and access" e-proxy rules,Ren can solicit proxies from other Star shareholders on this proposal by posting proxy materials on a publicly accessible Web site and sending a paper notice to

A)any Star shareholder Ren selects.
B)each Star shareholder.
C)Star Corporation.
D)the Securities and Exchange Commission.

Question 7

Master Metals Corporation is publicly held.Under the Securities and Exchange Commission's "notice and access" e-proxy rules,Master's dissemination of proxy materials to its shareholders by posting them on a publicly accessible Web site is

A)allowed in any circumstance but not required.
B)allowed only if warranted.
C)prohibited.
D)required.

Question 8

Harley is an employee of ICU Identity Systems Corporation.Harley regularly posts messages on a company-sponsored blog,which is read by employees,shareholders,and other stakeholders.According to the Securities and Exchange Commission,Harley's posts are subject to

A)federal securities laws.
B)international communications regulations.
C)state blog and tweet rules.
D)no law.

Question 9

Beyond Gamez,Inc. ,a video game retailer based in California,does business in all fifty states exclusively online.According to New York state tax law,an out-of-state online retailer must collect and remit state taxes to New York if the retailer

A)plans to establish a substantial physical presence in New York.
B)targets a potential marketing base in New York.
C)maintains a Web site accessible in New York.
D)pays a party within New York to solicit business for its products.