QUESTION 8

1. Uncle Ned's Inc. has only 1 class of shares.Uncle Ned's has 2,200 shareholders, 400 of whom are employees who received their shares pursuant to a Rule 701 exemption for equity compensation.Uncle Ned's has total assets of $14 million.Is Uncle Ned's subject to the public registration requirements of the '34 Act?
2. a.Yes.
3. b.No, because 2,200 shareholders is less than the number of shareholders that triggers the registration requirements.
4. c.No, because shares issued to employees don't count toward the number of shareholders that triggers the registration requirements.
5. d.No, because $14 million in total assets is less than the amount of total assets that triggers the registration requirements.

4 points

QUESTION 9

1. Which exemption under the '33 Act is available for offerings of up to $5 million?
2. a.Rule 505.
3. b.Rule 506.
4. c.Rule 504.
5. d.Regulation A.

4 points

QUESTION 10

1. Poor sanitation practices at an ice cream company' manufacturing facilities result in the deaths of three customers.State and federal regulators repeatedly cited the manufacturing facilities for their poor sanitation practices, but the board was unaware of this history because it did not receive reports on food safety, despite ice cream being the corporation's only product.What is the appropriate standard of liability for the directors?
2. a.Entire fairness standard.
3. b.Business judgment rule.
4. c.Revlonduties.
5. d.Caremarkfailure to monitor.

4 points

QUESTION 11

1. The default rule for shareholder votes is...
2. a.One board seat, one vote.
3. b.One share, one vote.
4. c.One shareholder, one vote.

4 points

QUESTION 12

1. Which fiduciary duty rules are implicated when the sale of the corporation becomes inevitable?
2. a.Entire fairness standard.
3. b.Revlonduties.
4. c.Unocalenhanced scrutiny.
5. d.Caremarkduty to monitor.