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AICPA CPA-Business Exam - Topic 3 Question 122 Discussion

Actual exam question for AICPA's CPA-Business exam
Question #: 122
Topic #: 3
[All CPA-Business Questions]

Which of the following actions may be taken by a corporation's board of directors without stockholder approval?

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Suggested Answer: A

Choice 'a' is correct. Purchasing substantially all the assets of another corporation does not require approval of the buyer's stockholders. Such a transaction would be relatively insignificant if a large corporation purchased substantially all the assets of a much smaller corporation.

Choice 'b' is incorrect. Selling substantially all of the corporation's assets is considered to be a fundamental change to the corporation's structure that requires approval by a majority of the shareholders following the board of directors' approval.

Choice 'c' is incorrect. Dissolving the corporation is considered to be a fundamental change to the corporation's structure that requires approval by a majority of the shareholders following the board of directors' approval.

Choice 'd' is incorrect. Amending the articles of incorporation is considered to be a fundamental change to the corporation's structure that requires approval by a majority of the shareholders following the board of directors' approval.


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Justa
24 hours ago
I thought they needed approval for that!
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Brynn
6 days ago
A board can usually amend the articles without stockholder approval.
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Keneth
11 days ago
I believe purchasing assets might not need approval, but I need to double-check if "substantially all" changes that.
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Candra
16 days ago
I’m a bit confused about the dissolution part. I feel like that might need stockholder approval, but I can't recall for sure.
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Raul
22 days ago
I remember practicing a question similar to this, and I think amending the articles of incorporation usually requires stockholder approval.
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Stephen
27 days ago
I think the board can sell assets without stockholder approval, but I'm not sure if it applies to "substantially all" of them.
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