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The duty of care is a fiduciary duty.

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Analyze derivative lawsuits and their purpose.

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A derivative lawsuit or derivative actio...

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Explain cumulative voting and its differences from noncumulative voting.

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Cumulative voting is a system in which a shareholder can accumulate all of his or her votes and vote them all for one candidate or split them among several candidates.Noncumulative or straight voting is a system in which each shareholder votes the number of shares he or she owns on candidates for each of the positions open.Noncumulative voting favors candidates who possess the majority of the votes while cumulative voting gives a minority shareholder a better opportunity to elect someone to the board of directors.Since it involves weighted voting,cumulative voting systems tend to normalize the role that the number of shares plays in a voting scenario.

The ________ is responsible for formulating policy decisions that affect the management and operation of the corporation.


A) ombudsman
B) board of directors
C) shareholder
D) corporate officer

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The corporate officers are elected by the board of directors at such time and by such manner as prescribed in the corporation's bylaws.

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Which of the following is true of a derivative action?


A) A settlement of a derivative action requires court approval.
B) A shareholder's successful derivative action entails the damages to be awarded solely to the shareholder.
C) A derivative action is brought by the corporation against an offending party.
D) A board member who causes harm to the corporation is legally protected from a derivation action.

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Describe the business judgment rule and analyze its importance with an example.

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The business judgment rule states that d...

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Duty of loyalty requires directors to subordinate their personal interests to those of the corporation and its shareholders.

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The right of first refusal gives existing shareholders the option of subscribing to new shares being issued in proportion to their current ownership interests.

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Denizence Informatics has expanded its board to incorporate more members.Emma,the chief technology officer at Denizence,has been appointed to serve on the board.Which of the following roles has Emma adopted in the above scenario?


A) ombudsman
B) outside director
C) inside director
D) shareholder

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C

Anne,a shareholder of an insurance company,is unable to attend the shareholders' meeting held by the board of directors of the company.In order to make her vote count,she appoints Dexter,a friend,to attend the meeting and cast a vote in her name.This is an example of a ________.


A) liability
B) proxy
C) dividend
D) scienter

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Describe the role of a corporate officer and its relation to the board of directors and the corporation.

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A corporate officer is an employee of a ...

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The ________ advocates that a greater than majority of shares constitutes a quorum of the vote of the shareholders.


A) supramajority requirement
B) simple majority rule
C) business judgment rule
D) alter ego doctrine

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Which of the following is true of preemptive rights?


A) They allow existing shareholders to sell their shares back to the corporation.
B) They may be exercised by shareholders only for a given period of time.
C) They help in diluting a shareholder's interest in the company.
D) They enable shareholders to procure new shares issued by the corporation.

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D

________ are employees of a corporation who are appointed by the board of a corporation to manage the day-to-day operations of the corporation.


A) Ombudsmen
B) Corporate officers
C) Outside directors
D) Non-executive directors

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The RMBCA establishes a majority of ________ as a quorum to hold a meeting of the shareholders.


A) outstanding shares
B) treasury stock
C) treasury shares
D) reacquired stock

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Each director in a board of directors has only one vote.

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A shareholder's authorization of another person to vote the shareholder's shares at the shareholders' meetings in the event of the shareholder's absence is called a ________.


A) liability
B) dividend
C) proxy
D) quorum

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The Inkilwas Corporation has 30,000 shares outstanding.A shareholders' meeting is duly called to amend the articles of incorporation.According to the RMBCA,what is the minimum outstanding shares that must be represented in this case to have a quorum?


A) 12,001
B) 18,501
C) 15,001
D) 17,501

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Officers are liable on an unauthorized contract if the corporation does not ratify it.

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