On January 1, Larry, Moe, and Bearle sign a written “partnership agreement” according to which they shall form, own, and operate a book store. The agreement provides that each of the three shall receive one-third of the profits. The agreement also contains the following provisions:”This partnership shall last ten years. However, any partner can be expelled at any time if the other partners unanimously agree that he or she should be expelled.”In the following months, Larry complains regularly about the state of the firm’s business. Moe and Bearle are more optimistic, and they grow tired of Larry’s constant complaints. Therefore, on December 31, when Larry, Moe, and Bearle meet, Moe and Bearle vote to expel Larry. Which, if any, of the following statements is correct?

Tom, Mary and Gwen are the only three shareholders in TMG Corp.  Tom has 9 shares, Mary has 5 shares and Gwen has 4 shares.  There are no other shares outstanding.  TMG uses cumulative voting.  TMG has five director positions on its board of directors, and each director is elected each year.  In the annual election to elect the five directors, how many votes will Mary have under cumulative voting?

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?