

Corporate Governance and Law
Exam Materials
Course Introduction
This course examines the principles and practices of corporate governance, exploring the legal frameworks and mechanisms that shape the internal and external governance of corporations. Students will study key topics such as the roles and responsibilities of boards of directors, rights and duties of shareholders, executive compensation, regulatory compliance, disclosure, and transparency. The course also addresses current issues in corporate governance, including corporate social responsibility, ethical conduct, stakeholder interests, and global trends in governance standards. Through case studies and comparative analysis, students will gain insight into how effective governance contributes to the sustainable success and integrity of modern organizations.
Recommended Textbook
Legal Environment 4th edition by J. F. Beatty
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Page 2

Chapter 1: Introduction to Law
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Sample Questions
Q1) Although legal systems have greatly varied from one society to another,one extraordinary example of a detailed written code comes from:
A) England.
B) the Visigoths.
C) Confucius.
D) Australia.
Answer: B
Q2) Which of the following played a role in the creation of the U.S.government by solving the problem of federalism?
A) The Visigoths.
B) The Iroquois Native Americans.
C) Confucius.
D) Alexis de Tocqueville.
Answer: B
Q3) The case citation Kinders v.Mathern,503 N.E.2d 24 reveals that Kinders is the plaintiff.
A)True
B)False
Answer: False
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3

Chapter 2: Business Ethics and Social Responsibility
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Q1) E-presto,Inc.has established an EthicsLine.EthicsLine is a toll-free phone number that employees can call any time of the day,any day of the week to discuss ethics and report suspected unethical or improper conduct.Why would E-presto establish the EthicsLine?
A) Ethical behavior improves productivity.
B) Ethical behavior increases job stability.
C) Unethical behavior can destroy a business.
D) All of the above are reasons that would justify establishing an EthicsLine.
Answer: D
Q2) Grace needed to reduce her workforce by 35 people.Before notifying them,she thought about how she would feel if she were the one receiving the news,and she tried to find ways to help the employees in their transition.Grace was exemplifying the value of:
A) courage.
B) compassion.
C) fairness.
D) responsibility.
Answer: B
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Chapter 3: Dispute Resolution
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Q1) Summary judgment is appropriate when there are no essential facts in dispute.
A)True
B)False
Answer: True
Q2) Federal jurisdiction based upon a "federal question" includes cases based on:
A) the United States Constitution.
B) a federal statute.
C) a federal treaty.
D) All of the above.
Answer: D
Q3) During discovery,Haskins Co.has been asked to produce all e-mails relating to a current lawsuit against it.Haskins Co.will not have to produce:
A) e-mails that contain privileged material.
B) attachments to any of the e-mails, since they are not subject to discovery.
C) e-mails beyond the point at which the cost becomes burdensome, unless the party requesting the information pays for or shares the costs of producing them.
D) All of the above.
Answer: A
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5

Chapter 4: Common Law, statutory Law, and Administrative Law
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Q1) Which law regulates how federal agencies make rules,conduct investigations,hold meetings and hearings,obtain information,and reach decisions?
A) The 1964 Civil Rights Act.
B) The Clean Agency Act.
C) The Administrative Procedure Act.
D) The Freedom of Information Act.
Q2) Most Congressional work is accomplished:
A) by the House of Representatives.
B) by the Senate.
C) in committees.
D) during August and September.
Q3) In the Buckley v.Valeo case in 1976,the Supreme Court permitted Congress to limit campaign contributions from individuals and groups,but not to cap the amount that a candidate could spend.During the first nine years of this millennium,Congress made several statutory attempts to curb campaign spending,but these attempts were unsuccessful.
A)True
B)False
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Chapter 5: Constitutional Law
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Q1) The Pines,a small motel in central Georgia,may be subject to federal regulation even though it is not close enough to the state borders to have many guests from other states.
A)True
B)False
Q2) The U.S.Constitution is a great legal document because of its:
A) longevity.
B) clarity.
C) brevity and versatility.
D) All of the above.
E) Both (a) and (c).
Q3) Which of the following limitations does not apply to the government in civil proceedings to take a person's liberty or property?
A) Procedural Due Process.
B) The Takings Clause.
C) Substantive Due Process.
D) The Equal Protection Clause.
Q4) Discuss the Miller test to determine if a creative work is obscene.
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Chapter 6: Torts
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Q1) The Communications Decency Act:
A) holds Internet service providers responsible for the content of third-party postings.
B) creates an immunity for Internet service providers from defamation suits based on third-party postings.
C) holds those who post messages responsible for the decency of the content, but does not deal with the responsibility of Internet service providers who provide the forum. D) has not yet been interpreted by the courts in relation to online defamation.
Q2) E-trex,Inc.wanted Shaquille O'Neal,a professional basketball player,to endorse its products.O'Neal,however,was not interested.E-trex was not deterred and hired a person who looked and sounded like O'Neal for its commercials.E-trex has:
A) defamed O'Neal.
B) interfered with a contract.
C) interfered with a prospective advantage.
D) engaged in conduct that raises the issue of commercial exploitation.
Q3) Written defamation is called "libel."
A)True
B)False
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Chapter 7: Crime
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Q1) Sarah,an employee of Amex Corporation,committed a serious criminal act in an attempt to obtain a large sales order for her employer.A court found her guilty of the felony and also found the corporation guilty of criminal conduct.The company was fined $1 million.The court:
A) erred in fining the company since that violates the Double Jeopardy Clause of the Constitution because Sarah was also found guilty of committing the crime.
B) acted properly if this were a federal proceeding; however, it did not act properly if this were a state proceeding.
C) acted properly if this were a state proceeding but not if this were a federal case.
D) acted properly in this case.
Q2) The intent required to commit a burglary would be:
A) reputational intent.
B) reckless conduct.
C) strict liability.
D) specific intent.
Q3) Actus reus means the "guilty act."
A)True
B)False
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Chapter 8: International Law
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Q1) Kjell is the vice president of international sales for Oxtren,Inc,a U.S.company.To secure a multimillion dollar contract for his company,Kjell paid a Mongolian governmental officer $10,000.Kjell:
A) has violated the Foreign Corrupt Practices Act.
B) has not violated the Foreign Corrupt Practice Act because the payment was a grease payment.
C) has not violated the Foreign Corrupt Practices Act because the government official was from Mongolia, not the United States.
D) has not done anything illegal because Congress has not ratified the Convention of Combatting Bribery of Foreign Public Officials in International Transactions.
Q2) Yount,Inc.is interested in expanding its business to include exporting its products to several other countries.Discuss two federal statutes that should be considered before making the decision to export.
Q3) Generally,consumers are not adversely affected by tariffs since tariffs affect wholesale prices,not retail prices.
A)True
B)False
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Chapter 9: Introduction to Contracts
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Sample Questions
Q1) The Uniform Commercial Code governs contracts for the sale of:
A) goods.
B) real estate.
C) stock certificates.
D) All of the above.
Q2) Contracts that do not arise from mutual agreement but are created by courts to avoid unjust enrichment are:
A) express contracts.
B) implied contracts.
C) quasi-contracts.
D) unilateral contracts.
Q3) Discuss the requirements of promissory estoppel.
Q4) A resource that is not "the law," but is a codification of what the ALI regards as the best rulings of contract law and which is used by judges as a reference in deciding contracts cases is:
A) the common law.
B) the Uniform Commercial Code.
C) Article 2.
D) the Restatement (Second) of Contracts.
Q5) List and briefly describe the basic elements of a contract.
Page 11
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Chapter 10: Legality, consent, and Writing
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Q1) A party injured by fraud generally has the choice of suing for damages or rescinding the contract.
A)True
B)False
Q2) Abby dies,and her good friend,Claire is appointed to administer Abby's estate.Abby's house was in poor condition,so Claire orally hired a contractor to make repairs.Claire also orally promised that if the estate could not pay the repair bill,he would pay it even though he does not live in the house and has no entitlement under Abby's estate.The estate does not pay the repair bill.The contractor:
A) can collect from either the estate or Claire.
B) can collect from the estate only.
C) can collect from Claire only.
D) must collect from the estate first, and then collect any deficiency from Claire.
Q3) Discuss the concept of a "material fact" in fraud situations.
Q4) If a salesperson says,"This is a great car," but the car turns out to be a lemon,the salesperson has committed fraud.
A)True
B)False
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Page 12

Chapter 11: Conclusion to Contracts
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Q1) The interest designed to return to the injured party a benefit that he has conferred on the other party,which it would be unjust to leave with that person is the:
A) restitution interest.
B) reliance interest.
C) expectation interest.
D) equitable interest.
Q2) A statute of limitations begins to run at the time of the injury,and failure to file suit within the time limit set by state statute acts as a discharge for the breaching party.
A)True
B)False
Q3) The objective of a(n)____________ is to restore to the injured party the benefit he provided.
A) expectation interest.
B) reliance interest.
C) restitution interest.
D) equitable interest.
Q4) Identify four factors courts consider in deciding commercial impracticability and frustration of purpose claims.
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Chapter 12: Sales and Product Liability
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Sample Questions
Q1) Identify and explain the two tests courts have adopted for design and warning cases under strict liability.
Q2) Green Mountain Gift Shop ordered ten dozen evergreen wreaths from Carter Crafts to be delivered by November 28,time being of the essence.If Carter fails to deliver the wreaths,Green Mountain would be entitled to incidental damages,but could not obtain consequential damages or the loss of profit it expected to make by reselling the wreaths to retail customers for the Christmas season.
A)True
B)False
Q3) Uncle Brandon promises to give his motorcycle to you at the end of the month.This transaction is governed by UCC,Article 2,because a motorcycle is within the definition of "goods."
A)True
B)False
Q4) Jasmine agrees in writing to purchase 1,500 tons of recycled glass from Louie,the price to be determined at the time of delivery.Is such an agreement enforceable? Compare the common law with Article 2 of the UCC.
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Page 14

Chapter 13: Negotiable Instruments and Banks
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Q1) There are two types of commercial paper: express and implied.
A)True
B)False
Q2) Darrell owes Judy $50.He naively signs a blank check and tells Judy to fill it out for $50.Judy takes the opportunity to steal money from Darrell and fills in the check for $500.Judy then takes the check to the payor bank,cashes it,and is never heard from again.Which of the following is correct?
A) If the bank pays the check, it is liable for $450. This is an altered check, so Darrell is liable for the original tender of $50.
B) If the bank pays the check, it is not liable at all since Darrell bears the risk of loss for giving the signed, incomplete check to Judy. The bank may be liable if it was on notice that the completion was improper.
C) If the bank pays the check, it is liable for $500.
D) Darrell and the bank will share the loss equally.
Q3) Maria writes a check for $120 on September 2.This instrument is overdue on October 3.
A)True
B)False
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Chapter 14: Secured Transactions and Bankruptcy
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Q1) Great State Bank and First Federal Bank have a security interest in TriColor's equipment.If neither secured party is perfected,the first interest to attach has priority over the collateral.
A)True
B)False
Q2) To perfect a security interest in a negotiable instrument,Second State Savings and Loan should:
A) file a financing statement.
B) take possession of the instrument.
C) do nothing. Perfection is automatic.
D) secure a court order.
Q3) A financing statement,once filed,is effective for six years,but at the end of that period the statement will expire,leaving the secured party unprotected.
A)True
B)False
Q4) Under Revised Article 9 of the UCC,electronic chattel paper may not be used as collateral in a secured transaction.
A)True
B)False
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Chapter 15: Agency
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Q1) John is an agent for MegaCorp.He signed a contract on behalf of MegaCorp "John Miloni,as agent for MegaCorp" to purchase $250,000 worth of equipment from Big Machine Company (BMC).Is John liable to BMC if MegaCorp refuses to pay the bill?
Q2) An employer is generally liable for the intentional wrongful acts of his or her employees.
A)True
B)False
Q3) An agency relationship can be created:
A) only by mutual consent that the agent will act on behalf of the principal.
B) by an oral agreement in all circumstances.
C) only by a written agreement.
D) only by the meeting of all the standards of contract law.
Q4) Lester discussed a business opportunity with Stewart and asked Stewart to sell 1,000 shares of stock Lester owned to finance Lester's investment in the venture.The next day,the bottom dropped out of the stock price,but Stewart sold the shares before Lester talked to Stewart again.Discuss the agency relationship and the effect of the unexpected drop in stock price.
Q5) What are the requirements for and the effect of a ratification of an agent's unauthorized act?
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Chapter 16: Employment Law
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Questions
Q1) Preston was fired for missing too many days of work when he was serving on jury duty.He has a valid claim for wrongful discharge against his former employer.
A)True
B)False
Q2) List the types of employment discrimination covered by Title VII of the Civil Rights Act.What are three general defenses an employer can raise if sued for violating Title VII of the Civil Rights Act?
Q3) How many weeks is David allowed to take off under the Family and Medical Leave Act in this situation?
A) Six weeks.
B) 12 weeks.
C) 24 weeks.
D) None.
Q4) Under the Equal Pay Act of 1963 an employee may not be paid at a lesser rate than employees of the opposite sex for tasks requiring equal skill,effort,and responsibility under similar working conditions.
A)True
B)False
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Chapter 17: Labor Law
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Q1) A larger percent of private sector employees than government employees are union members.
A)True
B)False
Q2) Rick and Allan want to start a union in the small factory where they work.Outline the basic procedures they will need to follow to get a union recognized as the exclusive bargaining unit for the company employees.
Q3) A fundamental aim of the National Labor Relations Act,also known as the Norris-LaGuardia Act,is the establishment of industrial peace to preserve the flow of commerce.
A)True
B)False
Q4) Which of the following is a task of the National Labor Relations Board?
A) To adjudicate claims that an employer has committed an unfair labor practice.
B) To adjudicate claims that a union has committed an unfair labor practice.
C) To decide whether a particular union is entitled to represent a group of employees.
D) All the above are tasks of the National Labor Relations Board.
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Chapter 18: Starting a Business: Llcs and Other Options
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Q1) To form an LLC,a charter and an operating agreement must be filed with the Secretary of State in the jurisdiction where the business will operate.
A)True
B)False
Q2) No filings are required by a limited partnership.
A)True
B)False
Q3) Murray was a partner in a large firm.He died unexpectedly.His son,Frank,wanted to take over for his father in the partnership and was well qualified to do the work his father had done.Which statement best describes Frank's rights in the partnership if he inherits the interest?
A) Frank has a right to take over for his father in the partnership.
B) Frank is entitled to the value of his father's interest in the partnership, but not to become a full partner.
C) Frank has no rights to his father's partnership interest.
D) None of the above.
Q4) Businesses often operate in the legal form of a business trust.
A)True
B)False
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Chapter 19: Corporations
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Q1) 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.
Q2) 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.
Q3) Who establishes executive compensation?
A) The board of directors.
B) The shareholders.
C) The officers themselves.
D) An independent CPA firm.
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Chapter 20: Securities Regulation
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Q1) MegaCorp wishes to sell $25 million of securities.The only investors will be 20 institutional buyers.Which of the following applies to this offering?
A) Rule 504 of the 1933 Act.
B) Rule 505 of the 1933 Act.
C) Rule 506 of the 1933 Act.
D) None of the above apply to this $25 million offering.
Q2) Typically,exemptions from registration under the 1933 Act are based on either the type of security or the type of transaction.
A)True
B)False
Q3) The 1933 Act exempts all but which of the following from its registration requirements?
A) Short-term notes.
B) Long-term notes.
C) Government securities.
D) Annuity contracts.
Q4) What are the three primary ways the SEC creates law?
Q5) What is the purpose of a registration statement and what information must be contained in it?
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Chapter 21: Antitrust
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Q1) Most countries other than the United States do not permit private parties to sue for violation of antitrust laws.
A)True
B)False
Q2) In determining if an exclusive dealing contract has an anticompetitive impact on the market,a court would consider all but which of the following factors?
A) The number of other distributors available.
B) The portion of the market foreclosed by the exclusive dealing agreement.
C) The number of previous antitrust violations by the parties to the agreement.
D) The ease with which new distributors can enter the market.
Q3) A monopoly is illegal:
A) under any circumstances, under Section 2 of the Sherman Act.
B) only if it is gained or maintained by using wrongful tactics.
C) if you have greater than 50 percent of market share.
D) any time there are no interchangeable products.
Q4) The Clayton Act prohibits anticompetitive mergers.
A)True
B)False
Q5) Discuss when monopoly power is not a violation of Section 2 of the Sherman Act.
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Chapter 22: Cyberlaw
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Q1) Online auctions:
A) are the major source of consumer complaints about online fraud.
B) involve approximately $1 million worth of goods annually.
C) allow people to bid on their own goods.
D) allow owners of goods to cross-bid with a group of other sellers.
Q2) Stuart is vying for a promotion,but faces competition from a co-worker,Brenda.Without authorization,Stuart accesses stored company records and discovers an unfavorable e-mail message Brenda had written about the company.Stuart sends the message to his supervisor in hopes of keeping Brenda from getting the promotion.Discuss whether Stuart has violated any statute and,if so,what sanctions he may face.
Q3) Rachel works for the Internal Revenue Service,but keeps some personal information on her computer at work.The Fourth Amendment to the Constitution,prohibiting unreasonable searches and seizures,does not apply to the government's reaching personal information on her computer.
A)True
B)False
Q4) Discuss common abuses that occur with auctions on the Internet and how these abuses are being addressed.
Q5) Discuss how cookies and caches are used.
Page 24
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Chapter 23: Intellectual Property
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Q1) Unlike patents,the ideas underlying copyrighted material need not be novel.
A)True
B)False
Q2) Victoria registered a trademark under the Lanham Act.Six years later Don noticed Victoria's trademark and filed a lawsuit to enjoin her from using it.He proved he had registered the mark in several states more than ten years before Victoria obtained her trademark.Will Don prevail?
A) Yes. Victoria should have conducted a better search of trademarks registered under state laws.
B) Yes. Federal law specifically states a federal trademark is not valid for any lawful owner of the same mark under state law.
C) No. Don will not prevail and Victoria can continue to use the mark because of the time involved.
D) None of the above.
Q3) The requirements for a patent include all except that the invention must be:
A) novel.
B) nonobvious.
C) commercially valuable.
D) useful.
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Chapter 24: Property
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Q1) A bailment differs from a gift because:
A) a gift requires consideration, but a bailment does not.
B) a gift requires delivery, but a bailment does not.
C) in a bailment, only possession of the property is transferred to the bailee, whereas with a gift, both possession and ownership must pass to the donee.
D) a gift is always a contract, but a bailment is generally not a contract.
Q2) Sandra and Joe own a hobby farm as tenants in common.They also own a vacation home as joint tenants.What is the difference between the tenancy in common and joint tenancy?
Q3) Ollie leased a building in Old Town.Ollie installed a washer and dryer unit and a new furnace in the basement of the building with new duct work throughout the building.Upon expiration of the lease,Ollie intends to remove the washer and dryer,but not the furnace.The washer and dryer can easily be removed without harming anything.Removal of the furnace,however,will damage the building.Are the washer,dryer,and furnace fixtures?
A) The washer, dryer, and furnace are all fixtures.
B) The furnace is a fixture, but the washer and dryer are not.
C) The washer and dryer are fixtures, but the furnace is not.
D) The furnace and the washer are fixtures, but the dryer is not.
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Page 26

Chapter 25: Consumer Law
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Questions
Q1) Under the Credit Card Act of 2009,credit card companies are required to do all but which of the following?
A) Give notice at least 45 days before increasing the APR of a credit card.
B) Offer consumers the right to request an increased credit limit once in every 12-month period.
C) Apply any payments to whichever debt has the highest interest rate.
D) Set the same payment due date each month.
Q2) If your wallet,which contained a credit card,was stolen and you called the credit card company immediately,your maximum liability would be?
A) Nothing.
B) $50.
C) $100.
D) Unlimited unless you had purchased a protection policy from the credit card issuer.
Q3) The Magnuson-Moss Warranty Act covers all consumer products regardless of their cost.
A)True
B)False
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Chapter 26: Environmental Law
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Q1) Discuss the four major provisions of the Clean Air Act.
Q2) What prevents the market system from achieving a clean environment on its own?
A) Externalities.
B) Inefficiently managed business.
C) Remainders.
D) SIPs.
Q3) The PSD program:
A) prohibits any deterioration in current air quality only if such deterioration will have adverse health effects on the population in the area.
B) disallows building projects that will cause a major increase in pollution without an EPA permit. Such permits will be granted only if the applicant demonstrates its emissions will not cause an overall decline in air quality and it has installed the best available control technology for every pollutant.
C) requires the best available control technology for any of the four pollutants listed by the EPA in its PSD standards.
D) was created to improve air quality by requiring companies designated as "major polluters" to reduce emissions by 20 percent over a five-year period.
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