A corporation's articles are silent on voting rights. A shareholder owns 30 outstanding voting shares and asks how many votes those shares carry on an ordinary shareholder matter. Which statement best describes the defau...
Citations: Model Business Corporation Act shareholder-meeting, voting, inspection, distribution, and appraisal principles
Prairie Storage, Inc. has three shareholders. Its articles are silent about preemptive rights but require approval of 70 percent of outstanding shares for any issuance of preferred stock. The board approves issuing new c...
Citations: Model Business Corporation Act shareholder-meeting, voting, inspection, distribution, and appraisal principles
...approves issuing new common shares to an outside investor. A minority shareholder demands the right to buy enough shares to maintain her percentage ownership. Which statement best describes the shareholder's preemptive-r...
Citations: Model Business Corporation Act shareholder-meeting, voting, inspection, distribution, and appraisal principles
A corporation is electing four directors. Before voting begins, a shareholder announces that she intends to cumulate her votes, but the articles are silent and the applicable statute does not supply cumulative voting. Wh...
Citations: Model Business Corporation Act shareholder-meeting, voting, inspection, distribution, and appraisal principles
A 1 percent shareholder demands accounting records and board minutes to investigate management spending. The corporation's bylaws say only 10 percent shareholders may inspect records. Which statement is most accurate? Th...
Citations: Model Business Corporation Act shareholder-meeting, voting, inspection, distribution, and appraisal principles
A corporation has not held an annual shareholder meeting for 18 months. A shareholder wants directors elected at a properly called meeting. Which statement is most accurate? This question tests the remedy for an overdue...
Citations: Model Business Corporation Act shareholder-meeting, voting, inspection, distribution, and appraisal principles
A corporation notices a special shareholder meeting to "discuss operations." At the meeting, the board asks shareholders to approve a merger that was not mentioned in the notice. Which statement is most accurate? This qu...
Citations: Model Business Corporation Act shareholder-meeting, voting, inspection, distribution, and appraisal principles
A shareholder demands the shareholder list and board minutes to communicate with other shareholders about an upcoming director election and investigate a suspected self-dealing transaction. Which statement is most accura...
Citations: Model Business Corporation Act shareholder-meeting, voting, inspection, distribution, and appraisal principles
A shareholder signs a proxy to vote shares at an annual meeting. The proxy does not secure a debt, purchase option, voting agreement, or other legal interest. Before the vote, the shareholder signs a later proxy and appe...
Citations: Model Business Corporation Act shareholder-meeting, voting, inspection, distribution, and appraisal principles
...s Biotech, Inc. is preparing for a contested director election. Three shareholders holding 6 percent of the voting shares send a written demand to inspect and copy the shareholder list so they can communicate with other...
Citations: Model Business Corporation Act shareholder-meeting, voting, inspection, distribution, and appraisal principles
Lakefront Robotics, Inc. has not held an annual shareholder meeting for 17 months, even though its bylaws call for annual meetings each May. Shareholders holding 12 percent of the voting shares send the president a writt...
Citations: Model Business Corporation Act shareholder-meeting, voting, inspection, distribution, and appraisal principles
...nc. has 1,000 outstanding voting shares. The articles do not prohibit shareholder action by written consent. Shareholders holding 580 shares sign a written consent approving an ordinary amendment to a supplier contract t...
Citations: Model Business Corporation Act shareholder-meeting, voting, inspection, distribution, and appraisal principles
Shareholders holding a majority of voting shares sign a written consent approving an ordinary action that would require majority approval at a meeting. The articles do not prohibit action by written consent. Which statem...
Citations: Model Business Corporation Act shareholder-meeting, voting, inspection, distribution, and appraisal principles
Shareholders request the shareholder list during usual business hours so they can communicate about a contested board election. A bylaw says the list is confidential unless the board consents. Which statement is most acc...
Citations: Model Business Corporation Act shareholder-meeting, voting, inspection, distribution, and appraisal principles
...ting three directors. The articles authorize cumulative voting when a shareholder gives timely notice before voting begins. Dana owns 20 shares. Two weeks before the meeting, Dana gives Lee a proxy to vote her shares. Th...
Citations: Model Business Corporation Act shareholder-meeting, voting, inspection, distribution, and appraisal principles
A shareholder opposes a cash-out merger and wants the corporation to buy the shareholder's shares for fair value. Which statement best describes the shareholder's burden? This question tests appraisal rights in merger tr...
Citations: Model Business Corporation Act secs. 11.01-11.07, 12.02, 13.01-13.31, 14.01-14.32, Revised Uniform Limited Liability Company Act secs. 701-707
Marisol owns 15 percent of a corporation. The controlling shareholders caused the corporation to transfer its delivery vans to another entity they owned for far below market value. They also amended the corporation's rec...
Citations: Model Business Corporation Act secs. 7.40-7.47, Federal Rule of Civil Procedure 23.1 derivative-pleading principles
...ancial officer gave the board a balance sheet showing that a $600,000 shareholder distribution was permitted. The controller then privately emailed all directors warning that the balance sheet counted obsolete inventory...
Citations: Model Business Corporation Act secs. 8.01, 8.20-8.25, 8.30, 8.31, 8.32, 8.42, 8.50-8.59, 6.40, 7.32
...nt. Northstar sent the meeting notice and plan summary only to common shareholders, and common shareholders approved by a large margin. Preferred shareholders learned of the transaction after the vote but before the merg...
Citations: Model Business Corporation Act secs. 11.01-11.07, 12.02, 13.01-13.31, 14.01-14.32, Revised Uniform Limited Liability Company Act secs. 701-707
...argues that the state violated a protection contained in the Bill of Rights. The state responds that the Bill of Rights originally limited only the federal government.Which statement best describes the modern due proces...
Citations: McDonald v. City of Chicago, Duncan v. Louisiana
...argues that the state violated a protection contained in the Bill of Rights. The state responds that the Bill of Rights originally limited only the federal government.Which statement best describes the modern due proces...
Citations: McDonald v. City of Chicago, Duncan v. Louisiana
A plaintiff sues in federal court under a federal civil rights statute and adds a related state-law negligence claim under supplemental jurisdiction. The parties dispute whether the forum state's substantive negligence s...
Citations: 28 U.S.C. section 1367, Erie Railroad Co. v. Tompkins
A two-shareholder close corporation has informal management practices but maintains separate bank accounts, pays its own bills, is reasonably capitalized, and does not divert assets to shareholders. A creditor argues tha...
Citations: Model Business Corporation Act and common-law veil-piercing principles, Revised Uniform Limited Liability Company Act and common-law alter-ego principles
A 40 percent shareholder of a closely held corporation alleges persistent board deadlock, diversion of value by the majority, and refusal to provide financial information. Which statement is most accurate? This question...
Citations: Model Business Corporation Act secs. 11.01-11.07, 12.02, 13.01-13.31, 14.01-14.32, Revised Uniform Limited Liability Company Act secs. 701-707
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