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DeFazio's Italian Restaurants, Inc., holds a shareholders' meeting. Corporate business matters are presented at the meeting in the form of


A) resolutions.
B) proxies.
C) articles of incorporation.
D) bylaws.

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

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A

Ruby Red Corporation is incorporated in South Carolina. In that state, Ruby Red is


A) a domestic corporation.
B) a foreign corporation.
C) an alien corporation.
D) a non-entity.

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

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Mall Stores Corporation owns 95 percent of the shares of Niche Retail Corporation. Mall Stores combines with Niche Retail, but only Mall Stores continues to exist. This transaction was


A) a consolidation.
B) a tender offer.
C) a short-form merger.
D) a termination.

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

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Inez and Jason are the shareholders and directors of Kleen Kustodial Corporation. Lily and Moe are Kleen's officers. As in other corporations, the responsibility for the overall management of Kleen rests with


A) the board of directors.
B) the officers.
C) the owners.
D) the shareholders.

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

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State laws regarding corporations are uniform.

A) True
B) False

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Etta is a director of Trendy Stuff Corporation. Without informing Trendy, Etta goes into business with GR8 Things, Inc., in competition with Trendy. Etta is li?able for breach of


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

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

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D

A corporation whose shares are held by relatively few persons is a close corporation.

A) True
B) False

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Bylaws are the internal rules of management for a corporation.

A) True
B) False

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In certain instances of fraud, a court may "pierce the corporate veil" to hold the shareholders individually liable.

A) True
B) False

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Coast-to-Coast Distribution, Inc., is a direct-mail distribution company. Like most corporations, Coast-to-Coast's employees include its


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

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

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Yellowbox, a DVD rental company, would like to change its corporate status to that of an S corporation to avoid in?come taxes at the corporate level. To qualify, Yellowbox must


A) be located in the United States.
B) have more than one hundred shareholders.
C) be a non-profit corporation.
D) have more than one class of stock.

E) All of the above
F) None of the above

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A corporation has an implied power to extend credit to those with whom it has a legal or contractual relationship.

A) True
B) False

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A merger and a consolidation are not two legally distinct proceedings.

A) True
B) False

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An alien corporation is a corporation formed in another country.

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

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

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A state constitution may resolve a conflict among documents involving a corporation.

A) True
B) False

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Painless Dental Equipment Company is incorporated in Colorado. In Wyoming, Painless is


A) a domestic corporation.
B) a foreign corporation.
C) an alien corporation.
D) a non-entity.

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

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B

A corporation's officers and other executive employees are hired by corporate shareholders.

A) True
B) False

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A close corporation can operate as an S corporation.

A) True
B) False

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Lyla is a common shareholder in Norman's Nutty Nuts Corporation. As a common shareholder, Lyla is


A) guaranteed regular payments of dividends.
B) not guaranteed any payments of dividends.
C) not given any voting rights.
D) liable for all of Norman's Nutty Nuts's debts.

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

Correct Answer

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