Nature of a Corporation
Ownership
Management of a Corporation
Dissolution
Duties, Rules and Other Business Forms
100
Any contract entered into by a corporation that goes beyond its powers is called _____________.
What is an ultra vires contract?
100
______________ have ultimate ownership and control over the corporation.
What are Shareholders?
100
When portions of the board are elected separately, rather than the entire board being elected in a single slate, it is called _____________.
What is a staggered board?
100
In a ___________ transaction, two corporations will merge, with the result being that only one company will “survive” the transaction.
What is merger?
100
This business form is generally reserved for those service industries that are governed by a state-based system of certification.
What is the professional corporation?
200
The people that initially form a corporation are called ___________.
What are incorporators?
200
The holder of this type of stock has some sort of special advantage. Further, this type of stock's special advantage is that the maximum dividend is the percentage stated on the stock.
What is nonparticipating preferred stock?
200
The shareholder who wishes a third party to vote for him will issue him a __________________.
What is proxy statement?
200
In a _______________ transaction, NEITHER of the original companies survive the merger. Instead, a new company is created.
What is consolidation?
200
This business form probably the easiest business form to produce. In truth, all that is required is to “Check the Box” on its tax return.
What is the S Corporation?
300
When a new corporation is about to be formed, written agreements to buy its stock will generally be made in advance of the actual incorporation. Such agreements are called ______________.
What are subscription agreements?
300
If a corporation purchases stock that it has sold, this reacquired stock is referred to as ____________.
What is treasury stock?
300
This is the requirement that exists in many corporations that a certain percentage of the shareholders must be present for an election before the election results can be binding.
What is a quorum?
300
This is called to either garner the shareholder's opinion on some specific issue or to obtain shareholder approval for certain fundamental changes to the corporation - such as sale or merger of the company to another company.
What is a special purpose meeting?
300
“A director or officer must act in good faith and with the conscientiousness, fairness, morality, and honesty that the law requires of fiduciaries.” This is called ______________.
What is the duty of loyalty?
400
Shares of this type of corporation are generally held by only a small number of people and are not available for sale or purchase in the public markets.
What is a close (or privately held) corporation?
400
Stock to which no face value has been assigned is called _____________.
What is no-par-value stock?
400
______________ are the strongest of the various voting arrangements largely by virtue of the formality that is required to create them. Typically, given all the formalities that the shareholder must comply with, courts will enforce their administration agreements because it is clear that the shareholder was not fooled into the arrangement.
What are Voting Trusts?
400
In a ______________, the acquiring corporation exchanges its own stock for all of the remaining stock, in each class, of the target corporation.
What is share exchange?
400
What are the three elements that are required for the formation of a corporation?
What are people (incorporator), paper (articles of incorporation, Bylaws, EIN, stock certificates), and acts (signature, notarization, filing, initial organizational meeting)?
500
In limited circumstances, court will recognize the existence of a corporation even where there was a failure to correctly perform all of the actual acts of incorporating. This is called _______________.
What is “corporation by estoppel” or de facto corporation doctrine?
500
The purpose of _______________ is to prevent fraud through sale of worthless stocks and bonds.
What is bluesky laws?
500
After the financial collapse of Enron and WorldCom, the _______________ requires greater financial disclosure and puts the responsibility for that disclosure on the CEOs and chief financial officers (CFOs) of corporations.
What is Sarbanes-Oxley Act?
500
The ____________ technique, employed less frequently but effective when executed properly, is for the incoming bidder to offer a price that is simply too good for the target company to pass up.
What is "bear hug"?
500
This rule makes a great deal of practical sense for the operation of business in the U.S. It recognizes that the conduct of business is an inherently risky endeavor.
What is the Business Judgment Rule (BJR)?
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