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Shannon is an officer for Turista Shirts Corporation.Due to a bad business decision on Shannon's part,the company's sales decrease.Shannon is most likely liable for breach of 


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

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

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Since stock is intangible personal property,the ownership right to stock exists independently of a stock certificate.

A) True
B) False

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Honi is a director of Italian Desserts,Inc.Honi opposes a tender offer that is in the company's best interest because its acceptance would cost her position as a director.Honi is most likely liable for a breach of 


A)  ​the business judgment rule. 
B)  ​the duty of loyalty. 
C)  ​the duty of care. 
D)  ​no duty or rule.

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

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Lewis is a director of Mines & Refineries,Inc.Using information that is not available to the public,Lewis makes a profit trading in Mines & Refineries stock.Lewis is most likely liable for breach of 


A)  ​the business judgment rule. 
B)  ​the business judgment rule
C)  ​no duty or rule 
D)  ​the duty of care.

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

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A board of directors can delegate some functions to corporate officers.

A) True
B) False

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


A)  ​subordinate the corporation's welfare to their personal interests. 
B)  ​decide to issue stock and bonds, and declare dividends. 
C)  ​select and remove corporate officers. 
D)  ​authorize major corporate policy decisions.

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

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Thor Power Products Corporation permits its directors to be elected by cumulative voting.This 


A)  ​allows minority shareholders to be represented on the board. 
B)  ​ensures against persons who may "cloud" the corporate direction. 
C)  ​guarantees Thor's executive officers of the final choice. 
D)  ​assures directors that they will be selected by their peers.

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

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A majority shareholder does not owe a fiduciary duty to minority shareholders under any circumstances.

A) True
B) False

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Shareholders elect and remove the directors of the corporation.

A) True
B) False

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If a corporation fails,the shareholders are all individually liable.

A) True
B) False

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Bret and Courtney form Delite Day Care,Inc.Ultimate responsibility for policy decisions necessary to the management of corporate affairs rests with Delite's 


A)  ​shareholders. 
B)  ​incorporators. 
C)  ​board of directors. 
D)  ​officers.

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

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Bea is a shareholder of Candy Confections Corporation.The right to inspect corporate books and records is 


A)  ​held by Bea, without restrictions. 
B)  ​held by Bea only if she is a director. 
C)  ​held by Bea, with some restrictions. 
D)  ​not held by Bea.

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

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Larry is a shareholder for Custom Colors,Inc.If Custom Colors fails,Larry will 


A)  ​be able to reclaim his initial investment in Custom Colors. 
B)  ​be able to reclaim his initial investment in Custom Colors plus damages. 
C)  ​be liable for Custom Colors' debts. 
D)  ​not be liable for Custom Colors' debts.

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

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Directors must refrain from self-dealing.

A) True
B) False

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Mitch is a director and officer of Numero Uno,Inc.Mitch makes a marketing decision that results in a dramatic decrease in profits for Numero Uno and its shareholders.The shareholders accuse Mitch of breaching his fiduciary duty to the corporation.What is Mitch's best defense against this accusation? Later,the Numero Uno board considers a resolution for the firm 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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The best defense in this context is the ...

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Lovey is a shareholder of Matchless Corporation with preemptive rights.With these rights,Lovey can 


A)  ​sell a prorated share of a new issue of stock before other sellers. 
B)  ​"preempt" managerial decisions that affect shareholders. 
C)  ​choose to have Matchless act exclusively in a certain area. 
D)  ​buy a prorated share of a new issue of stock before other buyers.

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

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Fact Pattern 31-1Ray is a shareholder of Small Biz Company (SBC) . When the directors fail to undertake an action to redress a wrong suffered by SBC, Ray files a suit on the firm's behalf. -Refer to Fact Pattern 31-1.Any damages recovered by Ray's suit will go to 


A)  ​the state in which SBC is incorporated. 
B)  ​Ray. 
C)  ​SBC's directors. 
D)  ​SBC.

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

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Vacancies occur on the board of directors if a director dies or resigns,but a new position cannot be created by an amendment to the articles of incorporation.

A) True
B) False

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The minimum number of members of a body of officials that must be present before business can validly be transacted is known as a quorum.

A) True
B) False

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Natalie is a shareholder of Off-Road Vehicle Company.As a shareholder,Natalie does not have 


A)  ​preemptive rights. 
B)  ​inspection rights. 
C)  ​dividend rights. 
D)  ​a right to compensation.

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

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