QUESTION 6

1. Carlo is a director of Desserts Italiano, Inc. Carlo opposes a tender offer that is in the company's best interest because he knows that if the tender offer is accepted, he will lose his position as a director. Carlo is most likely liable for a breach of
2. a.the duty of loyalty.
3. b.appraisal rights.
4. c.the business judgment rule.
5. d.the duty of care.

QUESTION 7

1. Sal is the President and CEO of Cal College Prep., Inc., a corporation in the business of providing college admission counseling for high school students and their families.He is neither a director nor a shareholder of the company. As it turns out, Sal was receiving thousands (if not millions) of dollars from wealthy clients in order to get their children into elite colleges.In order to accomplish this, Sal was falsifying his client's athletic achievements and paying off college coaches to ensure their admission as college athletes.He was also bribing SAT proctors to change his clients answers to ensure a higher score.When Sal is sued personally, he claims that he cannot be sued personally for his actions
2. a.Sal will not be protected by the business judgment rule and may be personally liable for his actions.
3. b.Sal may be liable if the court pierces the corporate veil.
4. c.Only the corporation, not Sal, will be liable for Sal's actions.
5. d.As an officer, Sal will be protected by the business judgment rule and will not be personally liable for his actions.

QUESTION 8

1. Restocking Warehouse Corporation keeps a file of I-9 verifications forms, which are required by the Immigration Reform and Control Act. To monitor compliance with the act, random audits and enforcement actions are conducted by
2. a.the local office of the National Labor Relations Board.
3. b.the governments of interested foreign nations.
4. c.U.S. Immigration and Customs Enforcement.
5. d.the government of the state in which Restocking is b

QUESTION 9

1. The Articles of Incorporation for Trendy Sunglasses, Corp.states that the corporation's purpose is to sell sunglasses.Trendy Sunglasses, Corp. starts selling face masks.Selling face masks would be considered
2. a.a preemptive right
3. b.a short form merger
4. c.an ultra vires act
5. d.a defacto act

QUESTION 10

1. In New York, a newly form limited liability company must publish in two newspapers for 6 weeks following its formation.
2. True
3. False

QUESTION 11

1. Every state has it own corporate securities laws, known as Blue Sky laws, that regulate the offer and sale of securities withinitsborders.
2. True
3. False

QUESTION 12

1. Barry is a Board member of World Corp., Inc.Barry purchases World Corp. shares on on January 15 for $12/share and sells them one month later on February 15 for $16/share.Even if he has absolutely no inside information, Barry may still be liable under what law
2. a.Section 16(b) of the Securities Exchange Act of 1934.
3. b.Securities Act of 1933.
4. c.Section 10(b) of the Securities Exchange Act of 1934.
5. d.The Sarbanes Oxley Act