Zach and Lisa have formed an LLC under Delaware law. Mark wants to join the LLC as a member. However, he does not want to make a contribution to the LLC and is not interested in receiving a limited liability company interest. Assuming that Lisa and Zach agree with Mark’s demands, would it be legally possible for Mark to become a member without a membership interest and without making a contribution?

Miriam Corp. is a publicly traded Delaware corporation. According to its certificate of incorporation, its board has five directors. As of January 1, these five directors are Tim, Tom, Mary, Larry, and Clarinda. Tom, Mary, and Larry are Tim’s children. Tim does not have any ties to Clarinda.On February 1, 2000, Tim buys a parcel of real estate from Miriam Corp. for $1,000,000. At the time of the transaction, the market value of the property is $1,200,000. Before the relevant documents are signed, the transaction is approved by the board of Miriam Corp. At the relevant board meeting, which takes place on February 1, all directors are present, and four of them approve the transaction, with only Clarinda voting against it.Jill is a longtime shareholder of Miriam Corp. For more than twenty years, she has been the owner of 67% of the outstanding shares of Miriam Corp. On March 1, Jill presents the board of Miriam Corp. with a written demand to sue Tim for damages. However, the board, on March 15, decides via a unanimous resolution not to bring suit against Tim. On April 1, Jill brings a derivative suit with the aim of making Tim pay damages to the corporation. Which, if any, of the following statements is true?

Which of the following is NOT one of the three minimum required committees for public companies?

Ariella is the controlling shareholder of a corporation that owns a significant subsidiary, SubCo. She frequently directs SubCo to pay large dividends to the parent corporation, Ariella Corp., which owns 95% of SubCo’s shares. SubCo’s minority shareholders are concerned that these dividend payments are detrimental to their interests. In a legal dispute, what standard of review will likely apply to Ariella’s actions regarding the dividend payments?

Which of the following is a major way to mitigate corporate risk?

What is the main purpose of the “ultra vires doctrine” in the historical context of corporate law?

In August 2019, the Business Roundtable made a significant shift in its statement of corporate purpose. What was the primary change reflected in this updated statement?

Which of the following filings is NOT typically required for public corporations in the United States?

Instructions:Students have a maximum of three (3) hours to complete the test.There are 50 short answer questions and 1 short essay questions. The short answer section is worth 80 percent of the exam (1.6 points each) and the essay is worth 20 percent.When you have completed your exam, please turn in the exam jacket and inside of it these exam questions, the scantron and scrap paper. Points from your exam may be deducted if you do not turn in all of these materials.If you have any questions, please raise your hand. Please do not get up to ask the question.This exam covers all pages assigned in your textbook and the corresponding classes.

Tim and Peter want to form an LLC under CSULandia law, which follows the RULLCA. Their attorney has drafted an operating agreement for the company. Now Tim and Peter want to know what has to be included in the LLC’s articles or organization. Which of the following statements, if any, is correct?