NYLE: Business Relationships
actual exam with 100%
correct answers 2025
The name of a business corporation generally must contain the
word: - answer "corporation", "incorporated" or "limited", or an
abbreviation of one of such words. BCL 301 [a] [1]
some phrases and many words are not permitted in corporate
names or are permitted only with the consent of a particular state
agency.
Adoption, amendment or repeal of by-laws requires: - answer a
majority vote of shareholders or, if provided in the certificate of
incorporation or a by-law adopted by the shareholders (including
any by-law adopted by the incorporators) by requisite vote of the
board of directors BCL 601
How many votes are each shareholder entitled to? - answer Every
shareholder entitled to one vote for every share standing in their
name on the record of shareholders, unless otherwise provided in
the certificate of incorporation.
Any corporate action, other than the election of directors, taken by
a vote of the shareholders, generally requires: - answer a majority
of the votes cast at a meeting of shareholders by the holders of
shares entitled to vote thereon, unless otherwise provided by
statute, the certificate of incorporation or a by-law adopted by the
shareholders. BCL 614.
Approval of an amendment to the ceritifcate of incorporation and
authorization of a shareholders' petition for judicial dissolution
require... - answer ... the vote of a majority of all outstanding
shares entitled to vote thereon.
, Does an abstention count as a cast vote? - answer Except as
otherwise provided in the certificate of incorporation or a by-law
adopted by the shareholders, an abstention shall not constitute a
vote cast (BCL 614)
The holders of 50% of more of the outstanding voting shares of a
business corporation may seek dissolution of the corporation on the
grounds that: - answer (1) the directors are so divided respecting
the management of the corporation's affairs that the votes required
for board action cannot be obtained; or
(2) the shareholders are so divided that the votes required for the
election of directors cannot be obtained; or
(3) there is internal dissension, and two or more factions of
shareholders are so divided that dissolution would be beneficial to
the shareholders.
When are shareholders of a domestic corporation entitled to
appraisal rights? - answer BCL 910 entitles a shareholder of a
domestic corporation to appraisal rights if the shareholder opposed
a plan of merger or consolidation to which the corporation is a
party, subject to certain enumerated exceptions, including where
the shareholder's shares are publicly traded.
What procedures and time limits should shareholders claiming
appraisal rights follow? - answer Shareholders claiming appraisal
rights must follow the procedures and time limits contained in BCL
623.
How are directors elected? - answer In the absence of a controlling
provision in the by-laws or certificate of incorporation, which may,
for example, provide for cumulative voting (BCL 618), directors are
elected by a plurality of the votes cast at a meeting of shareholders
by the holders of shares entitled to vote in the election.
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