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Carmen and Diego are shareholders of Espresso Inc. Carmen's written authorization to Diego to vote her shares at a shareholders' meeting is


A) a corporate resolution.
B) a cumulative vote.
C) a proxy.
D) a quorum requirement.

E) A) and D)
F) B) and D)

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The management of any form of business organization is completely at the owners' discretion and does not affect liability for the firm's obligations.

A) True
B) False

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Erin, a shareholder of Finance Inc., demands the right to inspect corporate records to determine whether management has engaged in self-dealing that impacts the company. The firm refuses the request. On Erin's challenge, a court is most likely to hold that her request constitutes


A) harassment.
B) unreasonable access to trade secrets and other confidential information.
C) a proper purpose.
D) potential abuse.

E) A) and D)
F) A) and B)

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To bring a corporation into existence requires securing a corporate name that


A) is the same or deceptively similar to the name of an existing corporation.
B) is selected by the state of incorporation, for convenience and cost.
C) promises to attract financial support from investors.
D) is available as a domain name, subject to state approval.

E) None of the above
F) A) and B)

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With respect to a corporation, an officer's rights are defined by


A) employment contracts.
B) state statutes.
C) court review.
D) shareholder votes.

E) A) and B)
F) A) and C)

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All forms of business organizations limit the liability of their owners.

A) True
B) False

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A businessperson who enters into a contract with an investor on behalf of a future corporation is not personally liable on the deal, even though the firm is not yet formed, because the nature of investment is risk.

A) True
B) False

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Daisy is a director of Excavation Corporation. She opposes an offer to merge Excavation with Fill Inc. because she would lose her board position. Daisy is most likely liable for breach of


A) the duty of care.
B) the business judgment rule.
C) the duty of loyalty.
D) none of the choices.

E) All of the above
F) B) and D)

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Doris wants to form a new firm-eBeats-to market a new app. Fees are required to form all of the following business organizations except


A) a sole proprietorship.
B) a corporation.
C) a limited partnership.
D) a limited liability company.

E) A) and C)
F) C) and D)

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Market Data Corporation's articles list an incorrect address for its incorporator. Under this circumstance, Market Data is most likely


A) a corporation by estoppel.
B) a de facto corporation.
C) a de jure corporation.
D) ultra vires.

E) A) and C)
F) B) and C)

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Sweetwater Corporation is incorporated in Texas. Outside that state, within the United States, the firm is


A) a domestic corporation.
B) a foreign corporation.
C) an alien corporation.
D) a corporation by estoppel.

E) A) and C)
F) A) and B)

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Because it may result in a piercing of the corporate veil, shareholders' continuous use of corporate property should most especially be avoided by


A) a benefit corporation.
B) a publicly held corporation.
C) no corporation-corporate shareholders' liability is limited.
D) a close corporation.

E) B) and C)
F) A) and D)

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A corporate officer is liable to the corporation or its shareholders for a bad business decision.

A) True
B) False

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If a business says it is a corporation, and a third party deals with it as a corporation, neither party can question the validity of the business's status.

A) True
B) False

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To avoid potential liability for misconduct in corporate operations, directors can refrain from reasonable supervision of work delegated to


A) corporate officers.
B) corporate employees.
C) board committees.
D) none of the choices.

E) A) and B)
F) All of the above

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To pierce the corporate veil is to disregard the corporate entity and hold the directors liable for a corporate obligation.

A) True
B) False

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Rex forms Shell Company to assume debts that he does not wish to pay. The firm is not intended to make a profit, and Rex does not provide it with sufficient capital. This most likely warrants


A) tricking Rex into disclosing Shell's true purpose to Rex's creditors.
B) recognizing Shell as a de facto corporation.
C) piercing Shell's corporate veil.
D) requiring Rex to commingle his personal funds and Shell's funds.

E) B) and C)
F) A) and B)

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Every form of business organization is a legal entity separate and distinct from its owner or owners.

A) True
B) False

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If a director commits a breach of fiduciary duty, the shareholders have the inherent power to remove the director from office by a majority vote.

A) True
B) False

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A court will pierce the corporate veil of a corporation when the corporate privilege is abused for personal benefit.

A) True
B) False

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