OH Bar Business Associations 1

Question 1

Under the Ohio Revised Code, what is the minimum number of incorporators required to form a corporation?

Accepted Answer

One

Answer

Under Ohio law, a corporation may be formed by one or more persons acting as incorporators, following the modern trend of allowing a single person to form a corporation.

Question 2

Under the business judgment rule, a director's decision is protected from personal liability if the director acts:

Accepted Answer

In good faith, with the care of an ordinarily prudent person, and in a manner reasonably believed to be in the best interests of the corporation

Answer

The business judgment rule protects directors who act in good faith, with reasonable care, and in a manner they reasonably believe to be in the corporation's best interests.

Question 3

Which of the following is NOT a factor courts typically consider when deciding whether to pierce the corporate veil?

Accepted Answer

Whether the corporation had too many shareholders

Answer

The number of shareholders is irrelevant to piercing the corporate veil; courts focus on undercapitalization, failure to observe formalities, and fraudulent use of the corporate form.

Question 4

Under Ohio law, a shareholder's preemptive right to purchase newly issued shares:

Accepted Answer

Must be expressly granted in the articles of incorporation to exist

Answer

Under Ohio's opt-in approach, preemptive rights do not exist automatically and must be expressly granted in the articles of incorporation.

Question 5

Under Ohio law, an interested director transaction (where a director has a personal financial interest) is best characterized as:

Accepted Answer

Voidable unless it was fair to the corporation or was approved by disinterested directors or shareholders after full disclosure

Answer

An interested director transaction in Ohio is not automatically void; it is voidable unless the transaction was fair to the corporation or was approved after full disclosure by disinterested directors or shareholders.

(OH Bar) Ohio Bar Exam Practice Test

(OH Bar) Ohio Bar Exam Practice Test

OH Bar Business Associations 1