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A corporate director is not liable to the corporation or its shareholders for an honest mistake of judgment.

A) True
B) False

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All of a certain corporation's small number of shareholders agree that the firm can operate without directors, bylaws, shareholder meetings, stock certificates, and formal records of shareholders' decisions. This firm is most likely


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

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

Correct Answer

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If the procedures for incorporation are not followed precisely, others may be able to challenge the existence of the corporation.

A) True
B) False

Correct Answer

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A corporation's authority to act and its liability for those actions is, with respect to the firm's owners,


A) proportional.
B) one and the same.
C) joint and several.
D) separate and apart.

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

Correct Answer

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Because a close corporation is one whose shares are held by a relatively small group of persons, the firm often operates like a partnership.

A) True
B) False

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Under the doctrine of respondeat superior, a corporation can be held liable for


A) acts perpetrated by its market competitors.
B) breaches of contract by its customers and suppliers.
C) torts committed by its agents or officers.
D) none of the choices.

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

Correct Answer

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A close corporation need not meet all of the specific requirements set forth in state statutes for corporations because it is essentially a sole proprietorship.

A) True
B) False

Correct Answer

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To help small businesses raise capital, the Securities and Exchange Commission allows the companies to advertise investment opportunities to the public. This most likely encourages


A) venture capitalizing.
B) crowdfunding.
C) piercing the corporate veil.
D) private equity capitalizing.

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

Correct Answer

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Under the business judgment rule, directors cannot be held liable for bad faith, fraud, or a breach of fiduciary duties.

A) True
B) False

Correct Answer

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Nile is a holder of preferred stock in Oasis Hotels Inc. Nile


A) has no ownership interest in the corporation.
B) has priority over holders of common stock as to payment of dividends.
C) follows common stockholders as to payment on the firm's termination.
D) has a proportionate interest in the corporation with regard to control.

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

Correct Answer

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To pierce the corporate veil means to reveal the identity of its true owner.

A) True
B) False

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Corporate resolutions of the corporation's board of directors provide guidelines but cannot grant or restrict corporate powers.

A) True
B) False

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