Question: 1. The following are ways Insiders are defined for purposes of the Disclose or Abstain Requirement:
a) Classical Insider (For example, Fiduciary Relationship)
b) Temporary Insider (For example, Attorney, Accountant)
c) A Tipper or a Tippee who meets the receipt of a benefit test and Tipper Breach of Fiduciary Duty for Tipper-Liability
d) A Misappropriator, or their Tippee ("fraud on the source")
e) All of the Above
f) None of the Above
2. What elements are required to meet the definition of Tipper?
a) Insider
b) Passes information to Another
c) Knowing he will trade
d) A and B only
e) A and B and C
3. Regulation FD (Fair Disclosure) under SEC Rules requires the following from multiple speakers of a corporation:
a) The exact same words
b) The exact same substance
a) May have differing positive or negative interpretations on material information available to the public
e) A and B
4. In a Direct lawsuit, a Shareholder can be bring an action:
a) When there is a special duty
b) When there is a contractual duty
c) Establish Denial by the Corporation or Directors of a right relating to Shareholding
d) All of the Above
e) None of the Above
5. The following are signs of an Indirect ("Derivative") lawsuit:
a) Mismanagement or self-dealing that has caused a decrease in shareholder value
b) The harm is directly to the corporation
c) The recovery is directly to the corporation, not the shareholders
d) None of the Above
e) All of the Above
6. The nature of a Derivative lawsuit includes:
a) An action brought by the shareholders on behalf of the corporation
b) It is founded on a right of actions existing in the corporation itself
c) The shareholders must make demand on the corporation, which is refused by the Corporation
d) A and B only
e) A and B and C
7. The standard of review for a special Litigation Committee (SLC) in Delaware Courts include:
a) Disinterested Board of Director Members
b) Degree of due diligence in process
c) Rational basis for Decision
d) In recent cases where demand is excused, the Court's business judgment rule (Merits of the Case before Special Litigation Committee)
All of the Above
8. If a Shareholder can establish a cause of action for both a direct and derivative lawsuit, which lawsuit may he file with the Court?
a) Direct lawsuit
b) Derivative lawsuit
c) Both Direct and Derivative Simultaneously
d) Either Direct or Derivative lawsuit or Both Simultaneously