1.SterlingPublishing, Inc, a corporation, is a publisher of textbooks. Sterling's officers are:

A.appointed by the Secretary of State of Ohio where Sterling is incorporated.

B.elected by Sterling's shareholders.

C.appointed by Sterling's president.

D.chosen by Sterling's board of directors.

2.Jude is on the board of directors of Mammoth Food Processing Corporation. Mammoth is looking for a distribution center to purchase. Jude owns a development company that recently built a distribution center that is still vacant. Which of the following is not a required method by which Jude can sell the distribution center to Mammoth?

a.A court reviews the transaction to determine fairness.

b.A special committee of disinterested members of Mammoth's board of directors approves the transaction.

c.Jude resigns his position on Mammoth's board of directors before any negotiations for the buildingbegin.

d. Disinterested shareholders approve the transaction.

3.Lost Coast Drilling (LCD), which is incorporated in Delaware, owns and operates three oil drilling platforms in the Gulf of Mexico. Which of the following actions will not require a vote by its shareholders.

a. the sale of one of its helicopters.

b. the sale of LCD to Texas Pipeline.

c. the sale of one of LCD's platforms to Texas Pipeline.

d. a change to LCD's charter.

4.Jake was elected to board of the Queen City Lights but didn't receive a majority of the vote. Jake is known as a:

a.dependent director.

b.nominal director.

c.proxy director.

d.zombie director.

5.Rock Capital's shareholdersare requiring its CEO and COO to reimburse the company for a bonus they received six months after it was discovered that the financials supporting the bonus were flawed. This action is known as:

a. clawback pay action.

b. voting out the directors.

c. say-on-pay.

d. activist investing.

6.Brian is the Chief Financial Officer of the Hamilton Corporation. He made a difficult business decision which ended up losing millions for the corporation. When challenged about his decision, the court ruled he had not acted in good faith. According to the business judgment rule:

a.Brian will be held personally liable for the loss.

b.Brian will not be held personally liable for the loss.

c.Brian will only be held personally liable if he breached a duty of loyalty or a duty of care.

d.Brian will have to resign from the company.

7.Mary Jo, a shareholder in Dimmick, Inc., appoints Sergio to vote for her at a shareholder meeting. Sergio is a(n):

a.manager

b.proxy

c.officer

d.director

8.Shane is a Chief Operating Officer for JNJ Enterprises. He also sits on the Board of Directors. He is known as what kind of director?

a.independent

b.inside

c.internal

d.zombie