Q&A Hero

Q: A copy must be exactly the same as the original to constitute copyright infringement.

Q: Appraisal rights normally extend to regular mergers and consolidations.

Q: A director is a fiduciary of a corporation.

Q: A board of directors can delegate some functions to corporate officers.

Q: In determining whether copyright protection should be granted, the central issue is the idea that forms the basis for a work.

Q: An appraisal right is available only when a state statute specifically provides for it.

Q: All directors must be present before a board can transact business.

Q: Intentionally distributing pirated, copyrighted works to others is a crime only if profit is realized from the exchange.

Q: In a short-form merger, neither corporation's shareholders need to approve the merger.

Q: A board of directors cannot conduct business outside a formal meeting.

Q: In most cases, only a corporation's common stockholders need to approve a merger.

Q: Directors are rarely compensated, but when they are, they cannot set their own compensation.

Q: A patent cannot be obtained for software.

Q: In a consolidation, the consolidating corporations become subsidiaries of the new corporation.

Q: In the United States, patent protection is given to the first person to invent a product or process.

Q: In many corporations, the directors are also the chief corporate officers.

Q: A merger and a consolidation are not two legally distinct proceedings.

Q: A director cannot be elected by the other members of the board.

Q: Any person who buys preferred stock has priority over a holder of common stock to payment on the corporation's dissolution.

Q: A patent applicant must demonstrate that the invention, discovery, or design is commercially practicable to receive a patent.

Q: The unauthorized use of another's mark in a domain name violates federal law.

Q: A director usually serves on a corporation's board for a life term.

Q: The date when the principal of a bond is returned to the investor is called the maturity date.

Q: A collective mark is used to distinguish the services of one person or company from those of another.

Q: Incorporators appoint a corporation's first board of directors.

Q: A corporation has an implied power to extend credit to those with whom it has a legal or contractual relationship.

Q: A service mark is used to distinguish products produced by the federal government from those produced by private corporations.

Q: Express powers of a corporation can be found in the articles of incorporation.

Q: In most states, a director cannot be removed from a corporate board without cause.

Q: A suggestive use of ordinary words may be trademarked.

Q: A fanciful use of ordinary words cannot be trademarked.

Q: A state constitution may resolve a conflict among documents involving a corporation.

Q: Some states permit a corporate board to have fewer than three directors.

Q: A party who unintentionally uses the trademark of another will not be liable for trademark infringement.

Q: A business that holds itself out as being a corporation may not be able to deny corporate status, even if it makes no attempt to incorporate.

Q: A de jure corporation is one that is not properly formed.

Q: An individual director does not act as an agent to bind the corporation.

Q: Corporate shareholders are the ultimate authority in every corporation.

Q: Max plots a new Batman adventure and carefully and skillfully imitates the art of DC Comics to create an authentic-looking Batman comic. Max is not affiliated with the owners of the copyright to Batman. Can Max publish the comic without infringing on the owners' copyright?

Q: Bylaws are the internal rules of management for a corporation.

Q: Starr Cardio, Inc., is a small business. Ted, Uma, and eleven other members of the Starr family own all of its stock. Currently, Starr's income is taxed at the corporate level and, after being distributed to the family members, at the shareholder level. Can Starr retain its corporate status but oth­er­wise avoid this double taxation? If so, how?

Q: American Ingenuity, Inc. (AI), invents, develops, and distributes a new snowboard. AI does not apply for a patent for its product. Best Copy Corporation buys an AI snowboard, analyzes it, and produces and sells a "clone" of the product under the Best name. AI files a suit against Best, alleging violations of intellectual property law. On what basis would Best prevail?

Q: A corporation has perpetual existence in most states unless the ar­ti­cles of incorporation state otherwise.

Q: Standard Business Corporation can be compelled to dissolve by a. its creditors only. b. itself, through its shareholders and directors, only. c. itself, through its shareholders and directors, or the state. d. the state only.

Q: The purpose of a corporation may be specified in its articles of incorporation.

Q: Jiffy Software, Inc., a U.S. manufacturer, files a suit against Kawa, Ltd., a Japanese software maker, for the infringement of intellectual property rights under Japan's national laws. Under the TRIPS agreement, Jiffy is entitled to receive a. better treatment than Kawa. b. the same treatment as Kawa. c. worse treatment than Kawa. d. nothing.

Q: Salt Corporation wants to acquire or merge with Pepper Corporation. The board and the share­holders of Pepper are resisting. Salt should a. file a plan of merger with the secretary of state. b. file an article of merger with Pepper. c. make a tender offer to the shareholders of Pepper. d. make a tender offer to the shareholders of Salt.

Q: Canada and the United States are signatories of the Berne Convention. Doug, a citizen of Canada, publishes a book first in Canada and then in the United States. Doug's copyright must be recognized by a. Canada only. b. Canada and the United States only. c. all of the signatories of the Berne Convention. d. none of the above.

Q: A corporate name must include the word Corporation, Incorporated, Company, or Limited, or abbreviations of these terms.

Q: Peak Corporation hacks into Quality Data Company's computers and downloads confidential customer lists. There is no contract between Peak and Quality regarding the data. This is a. a theft of trade secrets. b. patent infringement. c. trademark infringement. d. none of the above.

Q: Ruff Games, Inc., wishes to ac­quire a controlling interest in Smart Toy Com­pany by buying its stock. A public offer by Ruff Games to Smart Toy share­holders is a. a buyout notice. b. a golden parachute. c. an acquisition call. d. a tender offer.

Q: Selecting the state in which to incorporate is an important step in the incorporation procedure.

Q: A partnership cannot be a shareholder in an S corporation.

Q: The process behind the production of "Fast Pace," a racing car video game, is protected by a. copyright law. b. patent law. c. trademark law. d. trade secrets law.

Q: Like other corporations, Workaday Personnel Corporation can expand its operations through a. a liquidation and distribution of its assets. b. a purchase of a controlling interest in another corporation. c. articles of dissolution filed voluntarily with the state. d. a purchase of raw materials to be converted into finished goods.

Q: A close corporation can operate as an S corporation.

Q: Carol buys Dan's book, Expedition!, photocopies more than half of it without his permission, and sells the copies without paying him royalties. This is a. copyright infringement. b. fair use. c. licensing. d. protected expression.

Q: Giant Lift Corporation purchases all of the assets of Heavy Hydraulics Corporation. With respect to Heavy Hydraulics's liabilities, Giant Lift is a. automatically responsible. b. not responsible under any circumstances. c. responsible if Heavy Hydraulics is a competitor of Giant Lift. d. responsible if the sale is actually a merger or consolidation.

Q: Raven is a shareholder of Quantum Mechanix Corporation. Raven could normally ex­er­cise appraisal rights if Quantum participated in a. a consolidation. b. a dissolution. c. a takeover. d. a winding up.

Q: Blog magazine buys and publishes an article by Cleo. Later, Blog markets a Web site database that contains a compilation of Blog articles, including Cleo's, without her consent. Blog has most likely committed a. copyright infringement. b. patent infringement. c. theft of trade secrets. d. trademark infringement.

Q: A corporation whose shares are held by relatively few persons is a close corporation.

Q: Mall Stores Corporation owns 95 percent of the shares of Niche Retail Corporation. Mall Stores combines with Niche Retail, but only Mall Stores continues to exist. This transaction was a. a consolidation. b. a share exchange. c. a short-form merger. d. a termination.

Q: Ellen publishes a book titled First Place, which includes a chapter from Frank's copyrighted book Great Racecar Drivers without his permission. Ellen's use of the chapter is actionable a. only if consumers are confused. b. only if Ellen and Frank are competitors. c. only if consumers are confused and Ellen and Frank are competitors. d. regardless of whether consumers are confused or Ellen and Frank are competitors.

Q: A corporation cannot be formed without a profit-making purpose.

Q: Through a certain transaction, Corporate Properties, Inc., acquires all of the shares of Downtown Realty Corporation for some of Corporate's shares. Both Corporate and Downtown continue to exist. This is a. a consolidation. b. a share exchange. c. a short-form merger. d. a termination.

Q: Donna makes and distributes copies of Every Good Boy Does Fine, a movie copyrighted by Great Films Corporation, without Great Films' permission. Donna may be liable for a. damages, fines, or imprisonment. b. damages only. c. fines or imprisonment only. d. nothing.

Q: The U.S. Postal Service is a public corporation.

Q: An alien corporation is a corporation formed in another country.

Q: Pink Boutique Company and Purple Kiosk Company decide to consolidate. This corporate combination does not require the approval of a. Pink and Purple's directors. b. Pink and Purple's officers and employees. c. Pink's shareholders. d. Purple's shareholders.

Q: Cathy uses, on her new recording Drive By, the melody of a song written by Ed, without Ed's permission. This is a. copyright infringement. b. patent infringement. c. trademark infringement. d. none of the above.

Q: Fiona invents a new deep-sea fishing net, which she names "Great Catch." She also writes the operating manual to be included with each net. Fiona could obtain copyright protection for a. the manual only. b. the name only. c. the net only. d. the manual, the net, and the name.

Q: The day-to-day business of a corporation is managed by officers employed by the board of directors.

Q: Precise Device Corporation and Quality Instruments, Inc., decide to merge. This corporate combination does not require the approval of a. Precise and Quality's directors. b. Precise and Quality's officers and employees. c. Precise's shareholders. d. Quality's shareholders.

Q: Standard Factory Machinery, Inc., obtains a patent on a drill press. Total Equipment Company (TEC) copies the design. This patent is infringed a. only if TEC copies the press in its entirety. b. only if TEC sells the press in the market. c. only if TEC copies the press in its entiretyand sells it. d. regardless of whether TEC copies the press in its entirety or sells it.

Q: A corporate director is an "owner" of the corporation.

Q: Vacation Destination, Inc., and Wonder Resort Corporation plan to merge. Most likely, the ar­ticles of merger will be filed with a. the county recording office. b. the Securities and Exchange Commission. c. the state's secretary of state. d. the U.S. Department of Justice.

Q: Abel, Inc., copies Baker Corporation's patented invention to a substantial degree. Abel sells it as its own invention to Charlie Company, without Baker's permission. Baker's patent is infringed by a. Abel and Charlie. b. Abel only. c. Charlie only. d. neither Abel nor Charlie.

Q: A corporation does not possess the same right of access to the courts as natural persons.

Q: Realty Credit Company and Second Mortgage Corporation plan to con­solidate. Most likely, the articles of consolidation will be filed with a. the county recording office. b. the Securities and Exchange Commission. c. the state's secretary of state. d. the U.S. Department of Justice.

Q: Eye Appliance Company and Fast Courier, Inc., wish to combine all of their assets, stock, and personnel into a new firm to be called Glasses2Go Corporation. This is a. a consolidation. b. a merger. c. an exchange of assets. d. a takeover.