BLaw Chapter 34

A manager who engages in self-dealing is automatically liable to the corporation and the shareholders.

False

Courts will protect managers who engage in illegal activity if they did so to benefit the corporation and their actions were entirely fair to the shareholders.

False

Tender offers are regulated on the federal level by the National Labor Relations Act.

False

A director violates the corporate opportunity doctrine if he or she competes with the corporation, unless the disinterested directors approve of the director's actions.

True

A manager may take advantage of business opportunities in the same type of business as her corporation if she offers the opportunity to disinterested directors and shareholders and they turn it down.

True

Which of the following is NOT a method to acquire control of a company? a) Buy stock from the shareholders through a tender offer b) Buy the company's assets c) Make an initial public offering d) merge with the company

c) Make an initial public offering

The term "corporate manager" refers to: a) directors b) corporate officers c) both of the above d) none of the above

c) both of the above

A manager used her position in the company to develop a new business the company might have pursued. This is a breach of the: a) duty of care b) duty of non-competition c) duty of loyalty d) duty of recognition

c) duty of loyalty

Only directors of corporations incorporated in Delaware may consider the interests of stakeholders when making business decisions.

False

States are not involved in the regulation of corporate takeovers.

False

The "business judgment rule" has been replaced by "good faith statutes" in most states.

False

A manager who has engaged in self-dealing has violated the duty of loyalty to the corporation, unless the self-dealing was entirely fair to the corporation.

True

A public offer to buy a block of stock directly from shareholders is called a tender offer.

True

A speculator plans to acquire control of Kelp Corporation and then resell it at a profit. A speculator is sometimes known as a corporate raider.

True

Adopting supermajority voting makes it more difficult for a shark to acquire control of a company, primarily by making the process take longer.

True

Courts generally give managers wide latitude when determining whether a business decision had a rational business purpose.

True

Directors and officers are both corporate managers.

True

Directors have the authority to manage the corporate business.

True

Generally, managers that make informed decisions will not be liable even if their decision turned out badly.

True

In order to use poison pills, staggered boards of directors, and supermajority voting as takeover defenses, they must first be authorized by the shareholders.

True

Sometimes target companies will simply buy back a shark's stock in the target at a premium price to regain control of the company.

True

Which of the following is correct concerning anti-takeover efforts? a) Most states have passed laws to deter hostile takeovers, but these statutes have not totally eliminated hostile takeovers b) federal statutes have been more effective than state statutes in eliminating hostile corporate takeovers c) the most effective federal statute has been the Poison Pill Act d) both b and c are correct

a) Most states have passed laws to deter hostile takeovers, but these statutes have not totally eliminated hostile takeovers

RayCorp offers to buy out MegaCorp by paying $69 per share. LandCo, who also wants to buy MegaCorp, offers to pay $75 per share. When the bidding process is finally over, RayCorp has offered $85 per share and LandCo has offered to pay $90 per share. MegaCorp agrees to sell to RayCorp on grounds that, all things considered, the takeover by RayCorp would be better for the business. LandCo claims that MegaCorp should have sold the company to it since it was the highest bidder. Is LandCo correct? a) Yes. This is a breach of duty. MegaCorp must sell the company to the highest bidder; it cannot give preferential treatment to a lower bidder b) No. This is covered by the Williams Act c) No. The directors have broad discretion in deciding to whom to sell the company d) None of the above

a) Yes. This is a breach of duty. MegaCorp must sell the company to the highest bidder; it cannot give preferential treatment to a lower bidder

Management's duty to have a rational business purpose, avoid illegal behavior, and make informed decisions refers to its: a) duty of care b) duty of loyalty c) duty of openness d) duty of fairness

a) duty of care

In the late 1960s a shareholder of the company that owned the Chicago baseball team sued the company because the directors refused to install lights in Wrigley Field. The court decided that the directors: a) had a rational purpose for not installing lights and were not liable for doing anything improper b) were not protected by the business judgment rule c) had not acted with any rational purpose and were liable to its shareholders for damages caused by their actions d) had the right to make decisions for the team without any concern for the desires of the shareholders

a) had a rational purpose for not installing lights and were not liable for doing anything improper

The Williams Act a) is designed to regulate the conduct of those attempting to take over a company b) is designed to regulate the conduct of the target company subject to a takeover c) prohibits corporate defensive tactics d) none of the above

a) is designed to regulate the conduct of those attempting to take over a company

The Lippman v. Shaffer case held that: a) the business judgment did not apply to the case b) the business judgment rule protected the board's decision to make the payments in question c) there was a contractual duty for the board to make the payments in question d) the motion for summary judgment was denied

a) the business judgment did not apply to the case

Jenny is an officer of a corporation. She made a difficult business decision. When challenged about her decision, the court ruled she had acted in good faith and that the business judgment rule applied. As such: a) Jenny will not be held personally liable for a decision that results in money losses to the company b) Jenny's decision will be reviewed by a court c) Jenny is immune from a lawsuit d) Jenny must resign from the board

a. Jenny will not be held personally liable for a decision that results in money losses to the company

If a court determines a manager's corporate decision amounted to self-dealing: a) the business judgment rule will not apply b) the transaction being challenged will be automatically voided c) the manager is automatically personally liable to the corporation d) all the above

a. the business judgment rule will not apply

On the day a tender offer begins: a) greenmail must be sent to the SEC b) a bidder must file a disclosure statement with the SEC c) assets of the target corporation must be locked up until an inventory is completed d) the SEC issues a binding order to the target company to file audited financial statements to the bidder

b) a bidder must file a disclosure statement with the SEC

Which of the following is NOT true in applying the Williams Act? a) an individual or group acquiring more than 5 percent of a company's publicly traded stock must file a public disclosure document with the SEC b) a bidder must keep a tender offer open for at least 30 business days initially c) if any substantial change is made in the terms of the tender offer, it must be kept open for at least ten business days following the change d) any shareholder may withdraw acceptance of the tender offer at any time while the offer is still open

b) a bidder must keep a tender offer open for at least 30 business days initially

Alex is a director of ABC, Inc. Alex wants to personally make a major purchase from Bravo Co. If it knew of the opportunity, ABC might be also interested in making that same purchase. Alex must: a) advise the boards of both corporations of his conflict of interest b) first offer the opportunity to make the purchase to the disinterested directors of ABC or its shareholders c) resign from the board of directors d) abandon the idea of making the purchase himself

b) first offer the opportunity to make the purchase to the disinterested directors of ABC or its shareholders

Which of the following describes the duty of loyalty? a) It requires managers to make decisions they reasonably believe to be in the best interest of the corporation b) it prohibits making a decision that benefits the decision-maker at the expense of the corporation c) it requires consideration of the interests of the surrounding community d) it requires using care that an ordinarily prudent person would take in a similar situation

b) it prohibits making a decision that benefits the decision-maker at the expense of the corporation

A board of directors is considering whether to invest a great deal of money into research and development. Such a decision could have a long-term beneficial effect for the company's future. As an alternative, the board could forego the expenditure into research and development and buy back its own shares in order to immediately increase the company's reserves. Which of the below groups would most likely favor the option to increase the company's reserves and not invest in more research and development? a) management b) shareholders c) stakeholders other than the shareholders d) employees

b) shareholders

Amy is on the board of directors of Computers Plus. Computers Plus is looking for a warehouse to purchase. Amy owns a warehouse. In order for Amy to sell her warehouse to Computers Plus: a) the transaction must be fair to both Amy and Computers Plus b) the disinterested members of the board of directors may approve the transaction c) she must resign her position on the board of directors of Computers Plus before any negotiations for the warehouse begin d) a court must review the opportunity to determine its favorability

b) the disinterested members of the board of directors may approve the transaction

A shareholder rights plan, or poison pill, protects a company from a takeover by a. instructing stock exchanges not to sell more than a certain percentage of the company's stock to any one person or entity. b. diluting the value of shares once an outsider acquires more than a certain percentage of company stock. c. increasing the price of company stock once an outsider acquires more than a certain percentage of shares. d. stripping shareholders of voting rights once an outsider acquires more than a certain percentage of company stock.

b. diluting the value of shares once an outsider acquires more than a certain percentage of company stock

Anti-takeover tactics include all EXCEPT a) staggered board of directors b) negative tender offers c) greenmail d) chewable poison pills

b. negative tender offers

In the Unocal Corp. v. Mesa Petroleum Co. case, the court: a) found the issuance of a preliminary injunction against Unocal's offer was proper b) ruled that a board of directors may not act primarily out of a desire to keep itself in office c) issued a permanent injunction against a selective exchange offer d) applied the Williams Act to analyze the target company's actions

b. ruled that a board of directors may not act primarily out of a desire to keep itself in office

A corporate board's refusal to remove a "poison pill" was held reasonable in: a) Lippman v. Shaffer b) Unocal Corp. v. Mesa Petroleum Co. c) Moore Corp. Ltd. v. Wallace Computer Services, Inc. d) Anderson v. Bellino

c) Moore Corp. Ltd. v. Wallace Computer Services, Inc.

The Model Business Corporation Act states: "All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed by or under the direction of its: a) shareholders." b) officers." c) board of directors." d) executive committee."

c) board of directors."

Which of the following statements is correct with respect to state efforts to offer protection to companies targeted for hostile takeovers? a) Courts offer the only legal protection to companies targeted for hostile takeovers b) statutory law offers the only legal protection to companoes c) both statutory law and the state courts have provided some degree of protection for companies d) state courts and state statutes have offered no protection for companies targeted for hostile takeovers

c) both statutory law and the state courts have provided some degree of protection for companies

Which of the following is the most appropriate term to use when describing management's duty to its shareholders? a) official duty b) legal duty c) fiduciary duty d) statutory duty

c) fiduciary duty

For the business judgment rule to apply: a) there must be a conflict of interest b) the director must exercise extraordinary care: c) the director must act in the best interests of the corporation d) all of the above

c) the director must act in the best interests of the corporation

Which of the following must be approved by the shareholders if a company is attempting to avoid a hostile takeover bid? a) white knights b) staggered board of directors c) supermajority voting d) all the above

d) all the above

The Unocal decision is significant because the Court: a. prohibited directors from considering the best interests of stakeholders, who had previously played an important role in business decisions. b. permitted directors to approve a takeover by a company that was not the highest bidder. c. prohibited directors from considering the interests of shareholders when making business decisions. d. permitted directors to consider the interests of stakeholders when making business decisions, whereas previously directors could only consider the corporation's shareholders' interests.

d. permitted directors to consider the interests of stakeholders when making business decisions, whereas previously directors could only consider the corporation's shareholders' interests.

State statutes governing takeovers tend to protect a. acquiring companies, because it encourages investment in companies within the state. b. target companies, because they are generally managed better. c. acquiring companies, because they are more successful at lobbying at the local level. d. target companies, because legislators fear the impact on the local economy if a major employer leaves.

d. target companies, because legislators fear the impact on the local economy if a major employer leaves.