

Corporate Governance
Exam Answer Key
Course Introduction
Corporate Governance explores the systems, principles, and processes by which companies are directed, managed, and controlled. This course examines the roles and responsibilities of boards of directors, executives, shareholders, and other key stakeholders in ensuring effective governance and ethical conduct within organizations. Topics include the legal and regulatory framework, accountability mechanisms, transparency, reporting requirements, risk management, and the influence of corporate governance on organizational performance and social responsibility. Students will analyze real-world cases and global practices to understand emerging trends and best practices in corporate governance.
Recommended Textbook Managers and the Legal Environment Strategies for the 21st Century 7th Edition by Constance E.
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24 Chapters
1468 Verified Questions
1468 Flashcards
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Chapter 1: law, value creation, and risk management
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Sample Questions
Q1) The protection of private property rights is one way to promote economic growth within a society.
A)True
B)False
Answer: True
Q2) Which of the following is true regarding the criminal law in China?
A) It prohibits businesses from paying bribes to government officials, but a payment of money is not considered a bribe unless the amount is significant.
B) It prohibits businesses from paying any bribes to government officials, regardless of amount.
C) It allows the payment of bribes in any amount to government officials.
D) It allows solvent business to pay bribes in any amount to government officials, but prohibits the payment of bribes by insolvent businesses.
Answer: A
Q3) Private law provides the legal rules within which firms compete.
A)True
B)False
Answer: False
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3

Chapter 2: Ethics ant the law
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Sample Questions
Q1) The Deontological theory focuses on the consequences of an action rather than on the motivation of the individual.
A)True
B)False
Answer: False
Q2) Kantian theory considers universalizability and reversibility.
A)True
B)False
Answer: True
Q3) Which of the following statements regarding the teleological theory is false?
A) Teleological theory is concerned with consequences.
B) Teleological theory judges the ethical good of an action by the effect of the action on others.
C) Teleological theory focuses more on the motivation and principle behind an action.
D) Both that teleological theory is concerned with consequences and that teleological theory judges the ethical good of an action by the effect of the action on others.
Answer: C
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Chapter 3: Courts, sources of law, and dispute resolution
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Sample Questions
Q1) Which of the following was Congress's first piece of legislation?
A) "An Act to Establish the Judicial Courts of the United States"
B) "An Act Authorizing the Declaration of War"
C) "An Act Establishing Independent State Governments"
D) "An Act Authorizing the Establishment of a Supreme Court"
Answer: A
Q2) Under the ________ doctrine,the outcome of a diversity case in federal court will be similar to the outcome in a state court because the same substantive law will govern either adjudication.
A) Erie
B) common law
C) venue
D) total activity
Answer: A
Q3) A cite such as 2004 WL 1208516 may be found on Westlaw.
A)True
B)False
Answer: True
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5

Chapter 4: Constitutional bases for business regulation
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Sample Questions
Q1) The _____________ Clause of Article VI of the U.S.Constitution states that the Constitution,laws,and treaties of the United States take precedence over state laws and that the judges of the state courts must follow federal law.
A) Supremacy
B) Federalization
C) Legalism
D) Preemption
Q2) Members of the U.S.Supreme Court are appointed by Congress with the advice and consent of the President.
A)True
B)False
Q3) Preemption of state law when it directly conflicts with federal law is known as ______ preemption whereas preemption of state law when Congress has manifested intent to regulate an entire area without state participation is known as ______ preemption.
A) absolute, implied
B) express, absolute
C) express, field
D) absolute, field
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Page 6

Chapter 5: Agency
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Sample Questions
Q1) Unless state law is to the contrary,an agent may lawfully conceal ________ of the principal.
A) the existence
B) the identity
C) the existence and identity
D) nothing regarding
Q2) An undisclosed principal will be bound by any contract the agent enters into with actual authority.
A)True
B)False
Q3) A principal may be held liable for the torts of a(n)________ only in extraordinary circumstances,usually involving highly dangerous acts or nondelegable duties.
A) agent
B) servant
C) employee
D) independent contractor
Q4) The term "customary authority" refers to authority that agents must have by law.
A)True
B)False
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Chapter 6: Administrative Law
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Sample Questions
Q1) Statutes and agency rules often provide that courts performing judicial review of agency action may not rule on which of the following issues?
A) issues raised with the agency and won.
B) issues raised with the agency and lost.
C) issues raised with the lower courts and lost.
D) issues not raised with the agency.
Q2) Which of the following is true regarding review of agency procedures?
A) Agency procedures are not required to conform to the requirements of the Due Process Clause.
B) Federal courts set agency procedures.
C) A court may require that an agency comply with its own procedural rules.
D) Both that federal courts set agency procedures and that a court may require that an agency comply with its own procedural rules.
Q3) A formal administrative adjudication does not include the right to
A) a jury trial
B) an attorney
C) present your evidence
D) participate in the proceeding
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8

Chapter 7: Contracts
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Sample Questions
Q1) Which of the following does not generally make a contract voidable?
A) Fraud
B) Duress
C) Unilateral mistake of fact
D) Misrepresentation
Q2) Refer to fact pattern 7-1. Did Danny have any type of contract with Prudence,and if so what type?
A) Danny did not have any type of contract with Prudence.
B) Danny had an option contract with Prudence.
C) Danny had a hold contract with Prudence.
D) Danny had a conditional contract with Prudence.
Q3) Fraud in the ________ occurs when a party is persuaded to sign one document thinking that it is another.
A) acceptance
B) obligation
C) factum
D) inducement
Q4) What are the four basic elements necessary for a valid contract?
Q5) Identify and discuss the two elements focused on in relation to procedural unconscionability.
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Chapter 8: sales,licensing,and e-commerce
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Sample Questions
Q1) Which of the following is an example a statement made by a salesperson that would be considered "puffing"?
A) This car will get 35 miles per gallon.
B) This is a genuine diamond ring.
C) This is an original work of art.
D) This copier is the best in the business.
Q2) Most courts require that a plaintiff prove reliance on an express warranty in order to recover damages.
A)True
B)False
Q3) A product liability action brought in tort generally permits recovery of economic damages suffered by a purchaser of an inferior or defective product whereas a breach of warranty action would not allow such a claim.
A)True
B)False
Q4) Explain the different types of warranties that exist under the UCC.
Q5) Why do vendors today typically prefer to license software rather than sell it outright?
Q6) What does Section 201 of the UCC provide regarding a statute of frauds?
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Chapter 9: Torts and Privacy protection
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Sample Questions
Q1) The tort of conversion requires that the defendant know that the goods belonged to the plaintiff.
A)True
B)False
Q2) The tort of negligence does not include the element of ______.
A) duty
B) causation
C) fault
D) intent
Q3) John has just learned that the latest issue of The Blurb,the local school newspaper,has referred to him as a "liar,cheat,and a lousy student." In fact,John is only a lousy student; he is a very honest person.Explain in detail what theory John can use to recover damages from The Blurb.What defenses are available to the newspaper?
Q4) The _________ doctrine imposes liability for physical injury to child trespassers caused by artificial conditions on the land.
A) negligence per se
B) foreseeable trespasser
C) attractive nuisance
D) respondeat superior
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Chapter 10: product liability
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Sample Questions
Q1) In regard to successor liability,courts applying the ______ look for constancy between the buyer and seller to determine whether the successor company is essentially a mere continuation or reincarnation of the predecessor entity.
A) market-share approach
B) product-line theory
C) traditional successor liability rule
D) continuity-of-enterprise approach
Q2) If the use of a product carries an obvious risk,the manufacturer of the product will not be held liable for injuries that result from ignoring the risk
A)True
B)False
Q3) A design defect may result from the manufacturer's choice of the product's materials.
A)True
B)False
Q4) Set forth what a manufacturer of products under contract to the government must show in order to avoid product liability based on the government-contractor defense along with the rationale for the government-contractor defense.
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Chapter 11: Intellectual property
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Sample Questions
Q1) Refer to fact pattern 11-2. Can Copy Store be found guilty of copyright infringement?
A) No, because the use was for education and would be considered a fair use.
B) No, because Professor Peter ordered the copying, and the store was simply following directions.
C) Yes, copy stores can be found liable for copyright infringement for copying without obtaining permission.
D) Yes, but only if the store failed to have Professor Peter agree to indemnify it for any alleged copyright infringement.
Q2) The federal trademark act is known as the _________ Act.
A) Trademark
B) Signal
C) Smith
D) Lanham
Q3) Terms that were once enforceable trademarks may become generic and thereby not protected.
A)True
B)False
Q4) Discuss in detail common law rights,if any,in a trademark in the U.S.
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Page 13

Chapter 12: The employment agreement
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Sample Questions
Q1) Because of sufficient federal protection,states have not enacted laws addressing illegal immigration.
A)True
B)False
Q2) The Fair Labor Standards act does not limit the number of hours that an employee may work in a workweek or workday,as long as the employee is paid appropriate overtime.
A)True
B)False
Q3) State and local governments are prohibited from complying with the overtime provisions of the Fair Labor Standards Act by giving employees compensatory time in lieu of overtime pay.
A)True
B)False
Q4) The National Labor Relations Act prohibits employers from interrogating employees about union sentiment or activity.
A)True
B)False
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Page 14
Chapter 13: civil rights and employment discrimination
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Sample Questions
Q1) Trudy,a female manager at ABC Company,was surprised to learn that one of her male employees had accused her of sexual harassment. Trudy denied all charges. After a long and expensive battle in court,the jury ruled in favor of ABC Company on all charges. A few days after the trial,Trudy's supervisor fired her for no apparent reason. Trudy obtained evidence in the form of interoffice memos that she was fired because of the charges brought against her. Trudy thought that was unfair because she was completely vindicated by the jury. Are any remedies available to her under Title VII?
A) No remedies are available to her under Title VII because it only protects victims of discrimination and harassment along with witnesses testifying in support.
B) Trudy can sue under Title VII only if she can establish that men had been treated differently when accused of harassment.
C) Trudy can sue under Title VII only if she can establish the existence of an employment contract whereby she can only be discharged for just cause.
D) At least one court has ruled that Trudy has a cause of action under Title VII based upon retaliation.
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Page 15

Chapter 14: Criminal law
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Sample Questions
Q1) The Seventh Amendment grants the defendant in most criminal prosecutions the right to the assistance of counsel.
A)True
B)False
Q2) An arrest is considered a seizure under the Fourth Amendment.
A)True
B)False
Q3) A misdemeanor is a crime punishable by a fine or a jail sentence of one year or less.
A)True
B)False
Q4) The Computer Fraud and Abuse Act makes the accidental transmission of computer viruses illegal.
A)True
B)False
Q5) The erroneous admission at trial of a coerced confession will not always automatically require that the conviction be overturned.
A)True
B)False
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Chapter 15: Environmental law
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Sample Questions
Q1) When can a corporate officer be held civilly liable under the Clean Water Act?
A) Corporate officers are strictly liable whenever a violation by their company is established.
B) Only if the corporate officer specifically ordered the unlawful discharge.
C) If the corporate officer had the authority to exercise control over the activity that caused the unlawful discharge or if the officer knowingly violated the act.
D) Corporate officers may never be held liable in an individual capacity.
Q2) ________ is imposed upon the generator of hazardous waste by the Resource Conservation and Recovery Act.
A) Negligence liability and responsibility
B) Individual liability and responsibility
C) Cradle to grave responsibility
D) Joint and several liability
Q3) Explain what the Solid Waste Disposal Act as amended by the Resource Conservation and Recovery Act (RCRA)authorizes the EPA to do.
Q4) Environmental law does not cover land-use regulation.
A)True
B)False
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Chapter 16: Antitrust
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Sample Questions
Q1) Happy City has three distributors of milk products. Sam,who owns a grocery store,angers one of the distributors when he insists that additional milk be delivered on Christmas Eve. He annoys another distributor when he makes a delivery driver wait to deliver milk. The three distributors get together and discuss the fact that they like all the other grocers in town better than Sam. One of them has an idea that they should stop selling milk products to Sam. The milk distributors call their friends the meat distributors and talk them into not selling meat to Sam either. Sam hears about the plot and wants to stop it. Which of the following best describes the agreements between the distributors of milk and meat to not sell to Sam?
A) It would likely be a boycott
B) It would likely be a horizontal distribution agreement
C) It would likely be a vertical distribution agreement
D) There is no descriptive term in antitrust law since this is simply an agreement among sellers who do not legally have to sell to any particular buyer.
Q2) Market power is defined as the power to control prices or exclude competition in a relevant market.
A)True
B)False
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Page 18

Chapter 17: Consumer Protection
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Sample Questions
Q1) The Equal Credit Opportunity Act originally intended to prevent discrimination against ________ in the advancement of credit.
A) religion
B) age
C) women
D) color
Q2) Which of the following is true regarding the placement of health claims for foods on labels?
A) The FDA permits health food claims on labels without FDA approval as a new drug or the risk of sanctions for issuing a misbranded product, as long as the claim has been certified by the FDA as being supported by significant scientific agreement.
B) The FDA disallows health food claims on labels unless the food has been approved by the FDA as a type of new drug for the health concern involved.
C) The FDA allows health food claims on labels so long as the claim has not been certified by the FDA as false and misleading.
D) The FDA allows health food claims on labels without prior approval of the FDA only for organically grown foods.
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Chapter 18: real property and land use
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Sample Questions
Q1) A one-point charge will generate a fee of ________ on a loan of $10,000.
A) $1,000
B) $100
C) $10
D) $1
Q2) Lawrence owns several apartments in a large city. The city just enacted a rent control ordinance limiting the amount of rent that can be charged with apartments. Lawrence heard that Susan,a friend of his,just graduated from law school and passed the bar. Lawrence asks Susan if there is any way he can avoid the rent control measures. What should Susan tell him?
Q3) The person that conveys real property by deed is called the grantee.
A)True
B)False
Q4) As a general rule,a real estate broker may act for more than one person in a real property transaction without the knowledge of all parties to the transaction.
A)True
B)False
Q5) Describe in detail the three basic types of deeds including any warranties or guarantees the deeds provide.
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Chapter 19: Forms of business organizations
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Sample Questions
Q1) ________ of a general partnership occurs when all the affairs are wound up and the partners' authority to act for the partnership is completely extinguished.
A) Dissolution
B) Termination
C) Winding up
D) Staged end
Q2) Any corporation not meeting the requirements for an S corporation is automatically a C corporation.
A)True
B)False
Q3) Define class voting. Why would a group of investors be interested in a guarantee of class voting?
Q4) Define a joint venture and list the elements necessary for a finding of a joint venture.
Q5) C corporations are taxed as a pass-through entity.
A)True
B)False
Q6) Explain requirements for formation of an S corporation.
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Page 21

Chapter 20: Directors, Officers, and Controlling
Shareholders
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Sample Questions
Q1) A[n] _______ gives the person to whom it is granted the right to buy a certain number of shares at a fixed price for a fixed number of years during a period known as the ______ period which is not usually for more than _______.
A) call right, exercise, twelve months
B) option, redemption, twelve months
C) option, redemption, ten years
D) option, exercise, ten years
Q2) __________ is a purchase of a dissident shareholder's stock by the issuer at a premium over market,often in exchange for a standstill agreement,whereby the shareholder agrees not to commence a tender offer or proxy contest or to buy additional shares of the issuer for a period of time.
A) Greenmail
B) A freeze out
C) Choice agreement
D) Equitable agreement
Q3) Define and explain the purpose of the business judgment rule.Under what circumstances would the rule apply? When would the protection not apply? Discuss fully.
Q4) What is a poison pill? What factors favor keeping a poison pill in place?
Page 22
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Chapter 21: Public and Private Offerings of Securities
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Sample Questions
Q1) Which of the following is not considered a traditional shelf offering?
A) securities offered pursuant to employee benefit plans
B) securities offered pursuant to dividend reinvestment plans
C) securities issued to alter voting rights for shareholders
D) securities issued in connection with business combination transactions
Q2) Set forth the three tests under which a general partnership may be found to be a security?
Q3) Discuss when a promissory note will be considered a security including a detailed discussion of the family resemblance test.
Q4) According to the ________ doctrine,a court may determine that the inclusion of sufficient cautionary statements in a prospectus renders immaterial any misrepresentations and omissions contained therein.
A) actual cause
B) bespeaks caution
C) common sense
D) trap door
Q5) The Securities Act of 1933 is also referred to as the "blue sky" law.
A)True
B)False
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Chapter 22: Securities Fraud and insider trading
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Sample Questions
Q1) Temporary insiders are persons not directly employed by the corporation,but who acquire confidential information through the performance of professional services.
A)True
B)False
Q2) May private plaintiffs,the SEC,or both bring aider and abettor actions under Rule 10(b)? What must be proven? What type of relief may be sought?
Q3) A controlling shareholder is traditionally considered an insider.
A)True
B)False
Q4) Which of the following is true regarding who can sue under Rule 10b-5?
A) Only those who purchased the securities at issue may sue.
B) Only those who sold the securities at issue may sue.
C) Only those who have actually purchased or sold the securities at issue may sue.
D) Anyone who either actually purchased or sold the securities at issue, and also anyone who can prove that he or she would have purchased or sold the securities at issue had they known the true facts may sue.
Q5) List the seven elements of a Rule 10b-5 cause of action.
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Page 24

Chapter 23: Debtor-Creditor Relations and Bankruptcy
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Q1) ________ a security interest involves making it valid as against other creditors of the debtor.
A) Finalizing
B) Perfecting
C) Organizing
D) Signing
Q2) Requirements that must be met under the loan agreement before the lender's obligations arise are known as ________.
A) conditions precedent
B) conditions concurrent
C) conditions subsequent
D) loan qualifiers
Q3) An equipment lease that serves the purpose of financing is known as a(n)________ lease.
A) finance
B) temporary
C) lending
D) debtor's
Q4) What is required in a filing for a voluntary petition in bankruptcy? An involuntary petition?
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Chapter 24: International Business
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Q1) If a country exerts nationalization over a company's assets provides compensation,_______ has occurred.
A) expropriation
B) privatization
C) extraterritoriality
D) confiscation
Q2) The ________ provides for temporary relief to domestic industries seriously injured by increasing imports,regardless of whether unfair practices are involved.
A) fair trade law
B) import-relief law
C) duty free zone
D) foreign trade zone
Q3) If a country exerts nationalization over a company's assets and does not provide compensation,_______ has occurred.
A) expropriation
B) privatization
C) extraterritoriality
D) confiscation
Q4) What is the act-of-state doctrine,and how is it generally applied by U.S.courts?
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