1.In order to avoid personal liability, which of the following measures should a promoter of a corporation adopt?

A. Obtain a novation from all prospective shareholders.

B.Reserve the corporate name with the secretary of state.

C.Incorporate the corporation and undertake obligations in the name of the corporation.

D. Ensure that the certificate of incorporation contains a provision indemnifying directors.

2.In Ford Motor Co. v. Montana Eighth Judicial Court, the Supreme Court:

A.Followed its prior decision in Bristol-Myers Squibb v. Superior Court of California and affirmed the dismissal of plaintiffs' claims because the defendant's activities in the forum state lacked any connection to plaintiffs' claims.

B.Ruled that the defendant was subject to personal jurisdiction because there existed a sufficient affiliation between the forum states where the accidents at issue arose and plaintiffs resided and the defendant's actions in exploiting the relevant market in the forum states.

C.Ruled that the defendant was subject to personal jurisdiction in the forum states because general jurisdiction over the defendant existed since defendant was incorporated in the forum state.

D. Ruled that the defendant was not subject to personal jurisdiction in the forum state because general jurisdiction over the defendant did not exist since defendant was not incorporated in the forum state.

3.Whileon vacation, Arnold A. Avarice, the president and chief executive officer of International Lint, Inc., is called by the CEO of National Dust Corporation, who asks Avarice if International Lint would be interested in buying fifty-one percent of the outstanding shares of National Dust.International Lint is a billion-dollar conglomerate which has contemplated acquiring National Dust for some time.Avarice tells National Dust's CEO that International Lint is not interested. However, Avarice does tell National Dust's CEO that AAA, Inc., would be willing to buy the shares of National Dust. Avarice is the 100 percent shareholder of AAA. National Dust sells the shares to AAA for $35 million. A year later, AAA sells the shares for $55 million to a mutual fund company. When International Lint's directors discover AAA's purchase and sale of the National Dust shares, they bring an action against Avarice on behalf of International Lint. Which of the following is correct?

A.Avarice may be held liable to International Lint because he usurped a corporate opportunity.

B.Avarice may not be held liable to International Lint because he became aware of this opportunity outside the scope of his duties as an officer of International Lint.

C.Avarice may not be held liable to International Lint because he acted within the discretion afforded him under the business judgment rule.

D.Avarice may be held liable to International Lint because he exceeded his authority to act for International Lint.