Business and Corporate Law Flashcards
7 cards from real CLA/CP Exam practice questions. Tap to flip, then mark Knew It or Still Learning — missed cards come back until you master them.
Read the first 7 Business and Corporate Law flashcards as text
Under the UCC, which term describes a seller's right to cure a non-conforming tender of goods before the delivery deadline expires?
Answer: Right to cure
UCC § 2-508 grants the seller the right to cure a defective delivery if the contract time for performance has not yet expired.
Which of the following actions requires shareholder approval in most state corporation statutes?
Answer: Approving a merger with another corporation
Fundamental corporate changes such as mergers, dissolution, or sales of substantially all assets typically require shareholder approval.
In contract law, 'promissory estoppel' allows enforcement of a promise without consideration when:
Answer: The promisee detrimentally relies on the promise and injustice can only be avoided by enforcement
Promissory estoppel substitutes for consideration when a party reasonably relies on a promise to their detriment and enforcement is needed to prevent injustice.
A 'charging order' in partnership and LLC law is:
Answer: A creditor's remedy that attaches to a debtor-member's economic interest without giving management rights
A charging order gives a creditor the right to receive distributions attributable to the debtor's interest but does not confer voting or management rights.
Which fiduciary duty requires corporate directors to make decisions based on adequate information and deliberation?
Answer: Duty of care
The duty of care requires directors to act with the care that a reasonably prudent person would exercise, including being adequately informed before deciding.
A corporation that is incorporated in Delaware but conducts all its business in California must register in California as a:
Answer: Foreign corporation
A corporation is 'domestic' only in its state of incorporation; it qualifies as a 'foreign' corporation in every other state where it does business.
Under the 'perfect tender rule' applicable to UCC goods contracts, if the goods or tender of delivery fails to conform to the contract in any respect, the buyer may:
Answer: Accept all, reject all, or accept any commercial units and reject the rest
UCC § 2-601 gives the buyer three options upon a non-conforming tender: accept all, reject all, or accept conforming commercial units and reject the rest.