Peter is the sole director of Gold Corp., a publicly traded Delaware corporation. Gold Corp. acquires 60% of the shares of Silver Corp., another publicly traded Delaware corporation in a cash-for-shares deal. This turns out to be a poor acquisition, as the value of the shares of Silver Corp. declines rapidly within the next few months.Peter now considers two possible choices. First, Gold Corp. can sell the Silver Corp. shares, thereby realizing a loss which the corporation can deduct from its income and thereby lower its corporate income tax liability. For financial accounting purposes, this solution would make the corporation’s net income for the year substantially lower because the net income would reflect the loss. Alternatively, Peter considers distributing the shares of Silver Corp. as a dividend to Gold Corp.’s own shareholders. This solution has the drawback that neither Gold Corp. nor Gold Corp.’s shareholders realize a loss for tax purposes. On the other hand, the advantage of this solution, as Peter sees it, would be that for financial accounting purposes, the loss resulting loss would be charged against surplus. Fearing that the stock market may react much more negatively to lower net income than to a mere reduction in surplus, Peter opts for the second solution and lets Gold Corp. distribute the shares of Silver Corp. as a dividend. Which of the following statements is correct?

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

A company has a shareholder, Alex, who owns 40% of the voting stock. Alex often influences decisions made by the board, which consists mostly of his close associates. In this scenario, does Alex have control over the corporation?

Orange, Inc. borrows money from Paul and is unable to pay him back because Orange, Inc. has made some bad, but not negligent, business decisions and no longer has sufficient capital to pay its debts. Assuming that Orange, Inc. has followed the requisite corporate formalities, whom can Paul successfully sue?

If a shareholder opposes the political spending of a corporation in which she is invested, what is the best action can she take to express her dissent?

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, 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.On March 1, the annual shareholder meeting of Miriam Corp. takes place. Tim and Tom are reelected to the board. By contrast, Mary, Larry, and Clarinda are not reelected. In their stead, Matt, Joanne, and Justin are elected to the board. None of the three new directors has any ties to Tim, Tom, Marry, Larry, or Clarinda.Jill is a longtime shareholder of Miriam Corp. On April 1, Jill brings a derivative suit with the aim of making Tim pay damages to the corporation.Jill did not make any demand on the board of Miriam Corp. before filing her derivative suit. Jill owns 67% of the outstanding shares of Miriam Corp. Which, if any, of the following statements is correct?

If Charles, a director in Chaz Corp., a publicly traded company, buys and sells shares in Chaz Corp. within a six-month period and is found liable for $3 million under section 16(b) of the 1934 Act, to whom will the $3 million be paid?

What is a typical responsibility of the board in relation to the company’s leadership team?

Match each term with the corresponding definition.  Each response will only be used once.

All of the following are true of body temperature measurement except: