Reference no: EM13687814

Part -1:

A company may be dissolved under s.338 without winding up if the registrar has reasonable cause to believe it is defunct: The procedure is:

a. Registrar writes to company asking if it is still in operation

b. If no reply within one month, the registrar sends registered letter within next 14 days warning that company will be struck off if no reply within one month

c. If no reply, notice to company and in Gazette that company will be struck off after three months unless causeshown

d. Company struck off the notice to effect in Gazette: dissolution from date of notice

e. To protect members and creditors, the liability of every office and member continues as if the company had not been dissolved, and the court can wind up the company notwithstanding that it has been struck off: moreover on the application of any member, creditor or of the company, the court may within ten years order restoration to the register whereupon the company is deemed to have continued in existence as if its name had never been struck off.

Part -2:

1) Which of the following powers do administrative agencies typically have?
• Statute interpretation, law enforcement, and mediation
• Dispute adjudication, mediation, and rulemaking
• Rulemaking, statute interpretation, and dispute adjudication
• Law enforcement, statute interpretation, and dispute resolution

2) Officers of a corporation typically can have which types of agency authority to bind the corporation?
• Express, implied, and apparent
• Express, transparent, and applied
• Express, transparent, and implied
• Express, applied, and apparent

3) Tuff-Steele Constructions, Inc. has not been adhering to appropriate worker safety rules. As a result, there have been an increased number of on-site accidents and several construction workers have sustained serious injuries. Which of the following powers will allow an administrative agency to bring agency proceedings against Tuff-Steele Constructions?
• Judicial authority
• Licensing
• Executive power
• Rulemaking

4) If a corporate officer or director acts in a manner to make use of an advantage that he or she knows will only benefit himself or herself and deprives the corporation of that advantage, what breach of fiduciary duty has been committed?
• Duty of loyalty by self-dealing
• Duty of care by violation of the business judgment rule
• Duty of obedience by competing with the corporation
• Duty of loyalty by usurping a corporate opportunity

5) Which of the following is likely to be a breach of a corporate officer's or director's duty of care?
• Failing to anticipate a drop in the consumer demand of the company's product
• Failing to predict the startup of a new competitor
• Failing to predict a raw materials shortage resulting from a natural disaster
• Failing to react appropriately to a severe rise in the prime interest rate

6) The Sarbanes-Oxley Act prohibits publicly traded companies from making personal loans to whom?
• Its certified public accountants
• Its executive officers or directors
• Its majority shareholders
• Its legal counsel

7) According to the provisions set forth by the Sarbanes-Oxley Act, which federal government agency may issue an order prohibiting any person who has committed securities fraud from acting as an officer or a director of a public company?
• United States International Trade Commission
• Securities and Exchange Commission
• Federal Reserve System
• Federal Communications Commission

8) In order to protect wildlife that may be subject to scarcity, which Executive Branch cabinet member designates which species of wildlife may be endangered or threatened?
• Secretary of Homeland Security
• Secretary of Health and Human Services
• Secretary of the Interior
• Secretary of Commerce

9) In order to prevent and clear hazardous wastes that increase mortality or serious illness, the federal government established a specific method to finance the cleaning of polluted areas by enacting what statute?
• The Superfree Act
• The Comprehensive Environmental Response, Compensation, and Liability Act
• The Insecticide, Fungicide, and Rodenticide Act
• The Toxic Substances and Control Act

10) Under what system of corporate voting by shareholders can a minority shareholder achieve success in electing someone to the board of directors?
• Straight voting
• Absentee voting
• Proxy voting
• Cumulative voting

11) In 1970, Congress established an administrative agency to enforce statutes enacted to protect the air and water of this country. What is the name of this agency?
• Environmental Protection Agency
• National Ambient Air Quality Standards Agency
• Air Quality Control Agency
• Army Corps of Engineers Agency

12) Unless otherwise stated in the articles of incorporation, a quorum to hold a meeting of the shareholders is generally defined as which of the following?
• A committee of directors selected to vote on a corporation action
• The number of shareholder votes necessary to pass an action
• The number of registered shareholders eligible to vote at a given time
• A majority of shareholders required to be present to vote on a corporate action

13) If a corporate officer in the position of secretary intentionally takes over the powers provided to the treasurer in the corporate documents, what fiduciary duty does that corporate secretary breach?
• Duty of loyalty
• Duty of obedience
• Duty of good faith and fair dealing
• Duty of care

14) The Sarbanes-Oxley Act is intended to increase the confidence of the public and investors through increasing which of the following?
• Director complacency
• Separation of powers
• Corporate veil
• Corporate governance

15) Which of the following is true of the Federal Trade Commission?
• It is a corporation subsidized by the federal government
• It is a branch of the U.S. Supreme Court
• It is a temporary commission created by executive order that has become permanent
• It is a federal agency created by Congress