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Corporate Governance explores the systems, principles, and processes by which companies are directed and controlled. The course examines the roles and responsibilities of key stakeholders, including boards of directors, management, shareholders, and regulatory bodies. Emphasizing ethical decision-making, accountability, and transparency, it analyzes how governance structures impact corporate strategy, risk management, and financial performance. Students will engage with real-world case studies, regulatory frameworks, and international best practices to develop a comprehensive understanding of how effective governance contributes to organizational sustainability and stakeholder trust.
Recommended Textbook
The Legal and Regulatory Environment of Business 17th Edition by Marisa Anne Pagnattaro
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Q1) What information can be obtained from the citation of a case?
Answer: To locate prior precedents,it is helpful to know the citation for a case where a precedent is found.For example,a case opinion cited as 675 F.3d 23 (2014)can be located on page 23 of volume 675 of the Federal Reporter,third edition,a case decided in 2014.Knowing a case citation,one can easily locate the case in a library or through computer databases.
Q2) Corporate governance can fail even when corporate managers do nothing illegal. A)True
B)False
Answer: True
Q3) Law is considered to be an informal social force.
A)True
B)False Answer: False
Q4) In constitutional law,originalism is synonymous with constitutional relativity. A)True
B)False
Answer: False
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Q1) The social contract theory concerns itself with how to construct a just society given
A) the many inequalities of wealth, knowledge, and social status
B) the difficulty of acting toward others as people would have them act toward themselves
C) the many logical fallacies contained in legal contracts
D) the implicit agreement that the powerful are best suited to govern
E) the inherent nature of those in a society to argue and reject consensus
Answer: A
Q2) To judge the utility of a particular action,it is necessary to consider alternative courses of action.
A)True
B)False
Answer: True
Q3) To succeed in international operations,businesses must be sensitive to differences in moral values.
A)True
B)False
Answer: True
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Q1) As a result of the Patient Protection and Affordable Care Act,a greater number of Americans are covered by health insurance.
A)True
B)False
Answer: True
Q2) Judicial restraint jurists view the role of a lawyer and the practice of law as that of social reform.
A)True
B)False
Answer: False
Q3) The rules of evidence protect confidential client communications to a lawyer to __________.
A) encourage full disclosure by clients
B) make it easier for people to file a petition for a writ of certiorari
C) enable lawyers to communicate effectively with judges
D) qualify corporations as citizens of more than one state
E) insulate the attorney from prosecution for criminal acts
Answer: A
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Q1) Personal jurisdiction over a defendant is obtained by a court when a plaintiff files a suit.
A)True
B)False
Q2) In Batson v.Kentucky,the U.S.Supreme Court outlawed discrimination on the basis of _____ in jury selection.
A) gender
B) religious preference
C) race
D) political affiliation
E) intelligence
Q3) In the pretrial phase of litigation,the argument used by a defendant to dismiss a suit on the basis of expiration of the time limit during which the defendant is subject to suit is usually referred to as _____.
A) statute of limitations
B) res judicata
C) voir dire
D) request for peremptory challenge
E) summary judgment
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Q1) Positional bargaining is an approach based on principled,interest-based negotiations.
A)True
B)False
Q2) According to Roger Fisher,William Ury,and Bruce Patton,_____ is an element of principled,interest-based negotiations that involves the application of accepted standards to the topic negotiated-rather than having the disputing parties state unsupported propositions.
A) accommodation
B) collaboration
C) avoidance
D) competition
E) legitimacy
Q3) The court mandates an enforcement mechanism that ensures the disputing parties will mediate in good faith.
A)True
B)False
Q4) In the context of alternative dispute resolution,briefly discuss the two forms of agreements to voluntarily arbitrate disputes.
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Q1) Briefly explain the strict scrutiny approach.
Q2) The strict scrutiny approach is applied to cases involving rights such as the A) right to possess guns.
B) right to travel.
C) right to follow any religion.
D) right to freedom of the press.
E) right to free speech.
Q3) Constitutional rights remain constant and do not vary from time to time.
A)True
B)False
Q4) List some of the cases that have applied the equal protection clause.
Q5) A key aspect of Article I is the commerce clause,the constitutional provision that gives the power to the government to regulate business.
A)True
B)False
Q6) The due process clause prevents public utilities from acting in an unreasonable manner.
A)True
B)False
Q7) When is a state law that limits picketing considered constitutional?
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Q1) You and your roommate are driving through a residential area when you see some furniture piled on the curb to be picked up by the trash collectors the next morning.As you pick up a chair,the homeowner opens a window and yells,"Get away from my stuff."
Which of the following statements is true in this scenario?
A) You may claim the chair as lost property.
B) You may claim the chair as mislaid property.
C) You may claim the chair as abandoned property.
D) The homeowner retains ownership until it is picked up the next morning, so you must leave it.
E) The homeowner retains ownership of the property until you buy it from him.
Q2) Which of the following is an example of intangible property?
A) cars
B) books
C) clothing
D) securities
E) land
Q3) What are deeds of trust?
Q4) What is meant by a life estate in land,and why might one give someone else a life estate rather than a fee simple ownership?
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Q1) A collateral promise is a secondary or conditional promise.
A)True
B)False
Q2) What are the remedies available to parties in the event of a mistake?
Q3) Odelia offers in writing to sell her ranch to Erik for $150,000.A week later,when Erik is about to mail his acceptance,Odelia dies in a motor vehicle accident.Odelia's heir informs Erik that she is no longer interested in selling the ranch.Erik decides to move to court,stating that the offer cannot be revoked since he had already accepted the offer and was about to mail his acceptance.Analyze the case and discuss what the court is likely to rule.
Q4) Shane wants to sell his car.He accepts Layla's offer and sells the car at $15,000.Layla is the offeree.
A)True
B)False
Q5) What is a covenant not to compete and under what conditions is it valid?
Q6) An option offer is open for a certain time period and is supported by the offeree's consideration.
A)True
B)False

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Q1) Which of the following is a remedy that provides equitable relief in cases that involve an intellectual property dispute?
A) waiver
B) assignment
C) release
D) injunction
E) novation
Q2) Most of our everyday purchases involve ______ of performance.
A) implied concurrent conditions
B) subsequent conditions
C) express conditions
D) implied conditions precedent
E) explicit conditions
Q3) ______ are court-awarded damages to put a plaintiff in the same position as if a contract had been performed.
A) Nominal damages
B) Consequential damages
C) Liquidated damages
D) Compensatory damages
E) Specific damages
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Q1) Written defamation,or defamation published over radio or television,is termed ______.
A) hearsay
B) libel
C) battery
D) slander
E) assault
Q2) To enter another's land without consent or to remain there after being asked to leave constitutes the tort of ______.
A) assault
B) conversion
C) battery
D) trespass
E) invasion of privacy
Q3) Briefly explain compensatory damages.
Q4) A student drives a rental car into Mexico although the lease specifically prohibits cross-border driving.The car is destroyed in an earthquake while it is parked in a parking lot in Mexico City.Briefly discuss the rights of the rental company in this case.
Q5) When does strict products liability arise?
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Q1) Companies can be considered authors under copyright law.
A)True
B)False
Q2) Misappropriation occurs when one discloses information that one was under a duty to keep secret,even if the original acquisition was proper.
A)True
B)False
Q3) Discuss "fair use" in the context of trademarks and copyrights.
Q4) Which of the following statements is true of trade secrets?
A) A first step involved in protection of trade secrets deals with preservation of secrecy through computer systems.
B) Establishment of the existence of trade secrets is a critical step in the control of valuable knowledge resources.
C) Two or more trade secrets must be unique.
D) Trade secrets lose property in knowledge-based resources when they come into contact with suppliers, customers, repair technicians, or even visitors.
E) Reasonable measures in the preservation of trade secrets exclude physically locking away written material.
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Q1) If a buyer from United States enters into a trade deal with a seller from Costa Rica,and an irrevocable letter of credit is involved,the issuing bank will be located in Costa Rica.
A)True
B)False
Q2) The World Trade Organization is the only global international trade organization dealing with the rules of trade between nations.
A)True
B)False
Q3) What is the primary goal of the United Nations?
Q4) The ______,passed in 1993,provides for a dispute settlement mechanism that makes it easier to resolve trade disputes between the United States,Mexico,and Canada.
A) Convention on the International Sale of Goods
B) North American Free Trade Agreement
C) Central America-Dominican Republic Free Trade Agreement
D) Foreign Corrupt Practices Act
E) General Agreement on Tariffs and Trade
Q5) Briefly describe the Parliament and the Court of Justice of the European Union.
Q6) Briefly discuss the concept of a joint venture.
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Q1) Double jeopardy means
A) committing the same crime twice.
B) the prohibition of trials of the same crime in state and federal courts.
C) losing the trial and the appeal in the same case.
D) being arrested twice for gambling.
E) being tried for the same crime twice.
Q2) ______ are punishable by a fine or jail sentence of less than one year.
A) Felonies
B) Conspiracies
C) Larcenies
D) Misdemeanors
E) Embezzlements
Q3) Discuss good faith as a defense to accusations of fraud.
Q4) Felony cases are commenced with the filing of an information,and misdemeanors are commenced by a grand jury indictment.
A)True
B)False
Q5) Discuss intent as an important element of criminal laws.
Q6) What are the remedies for acts that violate the Racketeer Influenced and Corrupt Organizations Act (RICO)?
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Q1) Which of the following is an advantage of partnerships?
A) A partnership is practical because only a limited number of persons can be partners.
B) A partnership is easily formed because it is based on a contract among persons.
C) Each partner's liability is unlimited.
D) Partners are taxed on their share of the partnership's profits, whether the profits are distributed or not.
E) A partnership is dissolved anytime a partner ceases to be a partner, regardless of whether the reason is withdrawal or death.
Q2) The criteria used to select a form of organization needs to be reviewed periodically in consultation with close advisers.
A)True
B)False
Q3) How is the liability factor a disadvantage of sole proprietorship?
Q4) All partners in a general partnership have unlimited liability for their organization's debts.
A)True
B)False
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Q1) What must an administrative agency do for the courts to exercise their function of limited review?
Q2) What are the basic functions of administrative agencies?
Q3) The ______ has significant impact on policy and is often as powerful as a commissioner or board member.
A) secretary
B) advisory council
C) general counsel
D) chairperson
E) executive director
Q4) Regulation decreases the cost of government.
A)True
B)False
Q5) Administrative law judges are
A) organizationally separate from the rest of the agency.
B) responsible for the minutes of agency meetings and are legal custodians of its records.
C) exempt from the protection of immunity.
D) excluded from hearing cases of alleged law violations.
E) intermediaries between regulators and those being regulated.
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Q1) According to the per se rule,price fixing is illegal only when the parties to the price fixing agreement have control of a market.
A)True
B)False
Q2) The ______,a measure of market concentration,squares the market share of each firm in a market and adds them together for a final number.
A) Noerr-Pennington Index
B) Producer Price Index
C) Consumer Price Index
D) Herfindahl-Hirschman Index
E) Big Mac Index
Q3) When a state acts in its sovereign capacity,______.
A) it is immune from federal antitrust scrutiny
B) it can legalize bribery
C) it can force defendants to civil suits to enter a plea of nolo contendere
D) it is liable for triple damages
E) it has the right to forgive corporations for violations of the Clayton Act
Q4) What can be avoided if a defendant in a criminal antitrust suit enters a plea of nolo contendere?
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Q1) What are the four common exemptions from blue sky laws that have been identified?
Q2) Prohibitions against insiders from engaging in short-swing profits are enforced by the
A) Securities and Exchange Commission (SEC).
B) Federal Trade Commission (FTC).
C) Federal Reserve.
D) issuer of the security or by a person who owns a security of the issuer.
E) executive officers, accounting officers, and chief financial officers.
Q3) The blue sky laws can apply to securities subject to federal laws as well as to those securities exempt from the federal statutes.
A)True
B)False
Q4) Restatements of financial reports have risen in number as a result of the Sarbanes-Oxley Act because companies have made efforts to maintain appropriate compliance with the law.
A)True
B)False
Q5) Who is a tippee?
Q6) What are tombstone ads and when do they occur?
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Q1) If there are violations of the Equal Credit Opportunity Act (ECOA),affected consumers
A) have the right to file a petition to the president to seek some form of remedy.
B) can recover punitive damages only in the presence of actual damages.
C) can recover punitive damages up to $100,000.
D) have the right to seek public enforcement by the Federal Trade Commission.
E) have to depend on the government to ensure they have equal opportunities for credit as they cannot pursue private remedies.
Q2) The trustee in bankruptcy is elected by a debtor to represent the debtor's estate in taking possession of and liquidating the debtor's property.
A)True
B)False
Q3) Which type of debts is nondischargeable in bankruptcy?
Q4) What are the areas encompassed by the authority of the Consumer Financial Protection Bureau?
Q5) Robert's debit card was stolen by a thief who emptied his bank account.What law governs the liability for Robert's money in this situation? What are Robert's potential liabilities?
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Q1) A factory's failure to use pollution-control equipment may be evidence of its failure to exercise ______ resulting in evidence of negligence.
A) best practices
B) prudence
C) standard of care
D) reasonable care
E) good faith
Q2) Machinery used in solid waste disposal is exempt from the regulation of the Noise Control Act.
A)True
B)False
Q3) The Environmental Protection Agency (EPA)regulates indoor air pollution under the Clean Air Act.
A)True
B)False
Q4) Under the Kyoto Protocol,industrialized nations are supposed to lower greenhouse gas emission below 1990 levels.
A)True
B)False
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Q1) What protections are afforded to employees under the Age Discrimination in Employment Act?
Q2) WallBreak Inc.is a web design company which receives complaints stating that minorities are underrepresented in senior management positions.To appease the minorities,WallBreak promotes Ahmed,an African American,over Zac,a white,although Zac is more qualified than Ahmed.In this case,Zac is a victim of ______.
A) disparate treatment
B) disparate impact
C) reverse discrimination
D) retaliation
E) job rotation
Q3) Quid pro quo is a type of ______.
A) discrimination on the basis of genetic information
B) discrimination on the basis of disabilities
C) sexual harassment discrimination
D) racial discrimination
E) religious discrimination
Q4) What are some of the reasonable accommodations that employers can make for disabled employees?
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Q1) When can public employees be tested for drugs?
Q2) What is the employment-at-will doctrine,and how is it being limited?
Q3) Mekon Ltd.operates a paper mill that employs more than 1,000 workers.The mill has been maintained poorly.It has a number of places where machine parts work without security.The open-sided platforms in the mill are unguarded against falls.Most of the stairs in the mill do not have railings,and the floors are not dry in many places.However,the mill has not witnessed a single injury or death in all these years of operation.Does the mill violate any law?
Q4) Unlike the U.S.,workers in other jurisdictions,such as the European Union,have a much lower expectation of privacy in the workplace.
A)True
B)False
Q5) The National Drug Prevention and Testing Act of 1994 includes uniform guidelines regarding the drug testing of employees.
A)True
B)False
Q6) What are some of the things an employer can do to protect himself or herself from a lawsuit concerning employment?
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Q1) Which of the following acts resolves labor disputes in airlines?
A) Taft-Hartley Act
B) Wagner Act
C) Norris-LaGuardia Act
D) Clayton Act
E) Railway Labor Act
Q2) The Clayton Act of 1914 was passed principally to
A) force employers to pay a minimum wage.
B) ensure shorter work weeks.
C) strengthen the antitrust laws.
D) establish the National Labor Relations Board.
E) enable management control over workers.
Q3) In strikes that imperil national health or safety,the Taft-Hartley Act provided for a(n)______.
A) 80-day cooling-off period
B) 70-day cooling-off period
C) 50-day cooling-off period
D) 30-day cooling-off period
E) 20-day cooling-off period
Q4) What is a union? Are unions good as a concept?
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