Ontario Barrister and Solicitor Practice Exam

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What situation would require counsel to advise of a legal issue for an offering corporation?

The board of directors continues with less than the required members after resignations
The corporation fails to file annual returns
A shareholder sells their shares to a non-shareholder
The corporation decides to change its business focus

The correct answer is: The board of directors continues with less than the required members after resignations

A situation that would require counsel to advise of a legal issue for an offering corporation is when there is a change in the board of directors. In this case, option A is the only one that refers to a potential issue with the board of directors. Option B refers to a failure to file annual returns, which is a separate legal issue but not relevant to the question. Option C refers to a shareholder selling their shares, which does not necessarily require legal advice for the corporation. Option D refers to a change in business focus, which can also require legal advice, but is not specified as an offering corporation issue.