Directors and Officers
Directors and Officers Wisconsin Bar Exam Topic Index Wisconsin Bar Exam Topic Index Directors and Officers Complete Wisconsin Bar Exam Topic Index List 2026 Notes Official Sources Wisconsin Bar Exam Topic IndexThis entr...
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MEE / Business Associations / Directors and Officers
UBE Directors and Officers MEE / Business Associations MEE / Business Associations / Directors and Officers MEE Business Associations MEE / Business Associations Directors and Officers MEE / Business Associations / Direc...
Directors of a corporation vote to pay a large shareholder distribution after receiving financial statements and a la...
Directors of a corporation vote to pay a large shareholder distribution after receiving financial statements and a later warning that the statements overvalue inventory. The corporation becomes unable to pay a creditor...
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
A shareholder sent the board a detailed written demand asking the corporation to sue two officers for diverting a cor...
...erting a corporate opportunity. The board appointed two disinterested directors to review the demand. After interviewing the officers, reviewing emails, and receiving outside counsel's report, the board refused to sue. I...
Citations: Model Business Corporation Act secs. 7.40-7.47, Federal Rule of Civil Procedure 23.1 derivative-pleading principles
Sierra Solar, Inc., had declining revenue and a large bank loan due in 45 days. The chief financial officer gave the...
...distribution was permitted. The controller then privately emailed all directors warning that the balance sheet counted obsolete inventory at full value and that the distribution would leave Sierra unable to pay the bank...
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
A corporation enters a services contract with a company owned by one of its directors. The director's interest is cha...
...oration enters a services contract with a company owned by one of its directors. The director's interest is challenged after the corporation later loses money on the contract. Which statement best describes the governing...
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
A corporation's directors want to approve a major contract without holding a meeting. Four of five directors email "a...
A corporation's directors want to approve a major contract without holding a meeting. Four of five directors email "approved," and the fifth director does not respond. Which statement best describes the usual consent pro...
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
A derivative complaint alleges that directors of a corporation approved a risky inventory program after a short meeti...
A derivative complaint alleges that directors of a corporation approved a risky inventory program after a short meeting. The directors argue that they cannot be liable because the program might have succeeded. Which stat...
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
A director approved a financing plan after receiving a report from the chief financial officer and outside accountant...
...he director's ability to rely on the report? This question tests when directors may rely on officers, experts, and committees. 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...
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
Harbor Snack Co., had five directors. Its bylaws required board approval for supply contracts over $500,000. The pres...
Harbor Snack Co., had five directors. Its bylaws required board approval for supply contracts over $500,000. The president negotiated a $1.2 million almond contract with Grower. Three directors responded "looks fine" in...
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
The seven-member board of Pacific Lens, Inc., created an "Executive Growth Committee" composed of three directors. Th...
...Lens, Inc., created an "Executive Growth Committee" composed of three directors. The board resolution authorized the committee to negotiate ordinary-course customer contracts and to recommend acquisitions. Six months lat...
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
A corporation's board creates a three-director executive committee. The committee later purports to approve a merger...
...uiring shareholder approval, fill a board vacancy, change the bylaws, and approve ordinary customer renewals within the authority delegated by the board. Which statement best describes the committee's authority? This que...
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
A corporation president signs a seven-year supply contract on the corporation's behalf. The supplier had previously d...
...ich statement is most accurate? This question tests officer authority and apparent authority in corporate contracts. 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
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
A corporation's shareholders disagree with several ordinary-course vendor decisions made by the board. The articles a...
...eral ordinary-course vendor decisions made by the board. The articles and bylaws do not shift ordinary management authority to shareholders. Which statement best describes the default rule? This question tests the defaul...
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
A director of a corporation is named in a derivative action. The director asks the corporation to advance defense exp...
.... Months later, the director is dismissed from the case on the merits and seeks reimbursement of expenses actually and reasonably incurred. Which statement is most accurate? This question tests director and officer indem...
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
At a five-director corporation, one director owns the vendor seeking a contract. The director attends the board meeti...
...ctor attends the board meeting and argues for the contract. The other directors know the material facts about the director's ownership before voting. Which statement most accurately describes the board-approval route for...
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
Monarch Robotics, Inc., needed a new warehouse. Director Lee owned 70 percent of Valley Park LLC, which offered Monar...
...wer rent with a shorter commitment. At a meeting attended by all five directors, Lee spoke in favor of the lease and voted for it. Two other directors also voted for it, while two opposed. No shareholder vote was taken...
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
Solara Health, Inc., developed a home blood-testing kit. At a special board meeting, the chief operating officer gave...
...regulatory review is underway," but it did not attach the review. Two directors had received separate emails from the compliance manager warning that the test kit packaging might violate applicable labeling rules and tha...
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
Officers arrest Dana on an outstanding warrant while Dana is standing next to a parked car in a tow-away zone. Depart...
Officers arrest Dana on an outstanding warrant while Dana is standing next to a parked car in a tow-away zone. Department policy requires officers to impound any vehicle blocking that zone when no licensed driver is pres...
Citations: Nix v. Williams, South Dakota v. Opperman, Colorado v. Bertine
Officers execute a search warrant issued by a neutral magistrate. The warrant appears valid on its face, and the supp...
...ssued by a neutral magistrate. The warrant appears valid on its face, and the supporting affidavit contains detailed facts connecting the place to the crime. Which statement best describes good faith? This MCQ tests the...
Citations: United States v. Leon
Officers had an arrest warrant for a suspect and believed he was staying in a friend's apartment. The friend opened t...
Officers had an arrest warrant for a suspect and believed he was staying in a friend's apartment. The friend opened the door but refused entry. Officers had no search warrant for the apartment and no exigent circumstance...
Citations: Steagald v. United States, Payton v. New York
Officers had an arrest warrant for a suspect and believed he was staying in a friend's apartment. The friend opened t...
Officers had an arrest warrant for a suspect and believed he was staying in a friend's apartment. The friend opened the door but refused entry. Officers had no search warrant for the apartment and no exigent circumstance...
Citations: Steagald v. United States, Payton v. New York
Officers have a valid warrant to search a home for stolen electronics. They enter without knocking and announcing, th...
...to search a home for stolen electronics. They enter without knocking and announcing, then find the electronics in a place covered by the warrant. What is the best exclusionary-rule answer? This MCQ tests knock-and-annou...
Citations: Hudson v. Michigan
Officers investigating counterfeit IDs come to an apartment shared by Nia and Paul. Nia answers the door and says, "Y...
...cers investigating counterfeit IDs come to an apartment shared by Nia and Paul. Nia answers the door and says, "You can look around the living room; I want this over with." Paul stands behind her and says, "No, you canno...
Citations: Schneckloth v. Bustamonte, United States v. Matlock, Georgia v. Randolph, Illinois v. Rodriguez, Florida v. Jimeno