A newly incorporated business has shareholders, a board of directors, officers, employees, creditors, and customers. A student asks who generally has legal authority to manage or direct the corporation's business and aff...
Citations: Model Business Corporation Act principles
Before GreenByte Inc. was incorporated, its founder, Laila, negotiated a three-year office lease with Metro Workspace. The lease identified the tenant as "GreenByte Inc., a corporation to be formed," and Laila signed, "L...
Citations: Model Business Corporation Act principles
BlueForge Inc. was properly incorporated. Maya owns 55 percent of its shares but is not a director, officer, or employee. While the CEO was away, Maya signed a $90,000 software contract with a vendor, writing "BlueForge...
Citations: Model Business Corporation Act principles
...used the hosting services for four months, paid two invoices from its corporate account, and then refused to pay the remaining invoices. Which statement is most accurate about corporate liability? The corporation's knowi...
Citations: Model Business Corporation Act principles
...ich statement is most accurate? The question tests the foundation for corporate liability and shareholder limited liability. Model Business Corporation Act principles
Citations: Model Business Corporation Act principles
...es, are Marco and Selene personally liable for the Apex debt? Discuss corporate existence, any defective-incorporation arguments, and Apex's knowledge. Tests defective incorporation and personal liability while making ro...
Citations: Model Business Corporation Act principles
...es and unauthorized. Is RiverLens likely bound to OpticWorks? Discuss corporate power, officer authority, and any internal claims against the CEO. Tests corporate powers and officer authority without relying on obsolete...
Citations: Model Business Corporation Act principles
...What approvals are generally required for a sale of substantially all corporate assets outside the ordinary course? Tests corporate authority by contrasting ordinary-course contracts with extraordinary asset dispositions...
Citations: Model Business Corporation Act principles
...t accurate? The correct answer states the basic statutory trigger for corporate existence. Model Business Corporation Act principles
Citations: Model Business Corporation Act principles
Corporate officers receive repeated written warnings that a plant is violating safety regulations. They deliberately ignore the warnings because stopping production would reduce quarterly bonuses. Which fiduciary-duty co...
Citations: General corporate fiduciary-duty principles
Corporate counsel asks a plant technician to describe a machine failure so counsel can advise the company about legal exposure. The technician sends counsel a confidential memo describing what happened. A plaintiff seeks...
Citations: Fed. R. Evid. 501
A corporation incorporated and headquartered in State X was sued in federal court in State Y by a State Y plaintiff. The complaint alleged state-law negligence and sought $60,000 in damages. Before answering, the corpora...
Citations: Fed. R. Civ. P. 12(b), Fed. R. Civ. P. 12(g), Fed. R. Civ. P. 12(h)
Borrower is a small manufacturer incorporated and headquartered in State L. Bank is headquartered in State M. Bank's loan officer traveled to State L, inspected Borrower's factory, and negotiated most loan terms there. B...
Citations: Restatement (Second) of Conflict of Laws, Modern governmental-interest analysis
Police investigating a theft use several methods to gather information: they listen from a public sidewalk, attach a tracker to a suspect's car while it is parked in the driveway, and obtain detailed long-term location r...
Citations: U.S. Const. amend. IV, Katz v. United States, United States v. Jones
SilverFarm Inc., incorporated and headquartered in State A, sells farm sensors throughout State B. State B has three federal districts. SilverFarm has a sales office in the Northern District of State B and a repair wareh...
Citations: 28 U.S.C. 1391
...injured during a guided mountain-bike tour in State B. Guide Co. is incorporated and headquartered in State A, advertised the tour to State A residents, and required customers to sign releases in State A. The tour took p...
Citations: Restatement (Second) of Conflict of Laws, Modern governmental-interest analysis
...Analytics, Inc. reimbursed themselves for luxury travel unrelated to corporate business. At that time, Jordan owned no shares. Last year, Jordan bought 5% of Cedar's shares from a founder. This year, Jordan inherited an...
Citations: Model Business Corporation Act derivative proceeding principles, NCBE February 2022 MEE derivative-standing analysis
A caterer breached a contract to provide food for a corporate retreat. The retreat organizer hired another caterer at a higher price and sued for contract damages. Which statement best describes the purpose of expectatio...
Citations: Restatement (Second) of Contracts 344, Restatement (Second) of Contracts 347, NCBE NextGen UBE Content Scope, Contracts
A citizen of State A sued a hotel corporation incorporated and headquartered in State B in federal court under diversity jurisdiction, seeking $400,000 for injuries suffered when a balcony railing collapsed. The hotel an...
Citations: Fed. R. Civ. P. 14, Fed. R. Civ. P. 13, 28 U.S.C. 1367
A corporation incorporated in State A has its headquarters and executive offices in State B. What is the corporation's citizenship for diversity purposes? The correct answer states the corporate citizenship rule. 28 U.S...
Citations: 28 U.S.C. 1332(c)(1), Hertz Corp. v. Friend
A court finds that a corporate officer wrongfully diverted a contract opportunity that belonged to the corporation and earned $600,000 in profit from it. Which remedy is most likely available? The correct answer states t...
Citations: General corporate opportunity principles
...cured party wants to perfect by filing a financing statement. Which information is generally required for a sufficient financing statement? The question tests basic financing-statement sufficiency. UCC 9-502
Citations: UCC 9-502
A shareholder alleges that directors wasted corporate assets by approving a no-value consulting contract. The shareholder seeks repayment to the corporation. Which statement best describes the claim? The correct answer u...
Citations: General shareholder litigation principles
Analytics Co. is incorporated and headquartered in State A. It sells subscription software nationwide through its website. The website lets customers choose their state, calculates state sales tax, and provides state-spe...
Citations: International Shoe Co. v. Washington, Burger King Corp. v. Rudzewicz, World-Wide Volkswagen Corp. v. Woodson
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