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Exam 22: Corporations: Formation and Organization

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Question 21

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Which of the following is another name for debt securities?

A) Stocks
B) Bonds
C) Certificates of deposit
D) Stocks, bonds, and certificates of deposit
E) Stocks and bonds, but not certificates of deposit.

F) C) and D)
G) A) and E)

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Question 22

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Which of the following is an individual who applies to the state for incorporation on behalf of a corporation?

A) A promoter
B) An incorporator
C) A facilitator
D) An obtainer
E) A certification analyst

F) B) and E)
G) None of the above

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Question 23

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Reference - Self-Centered President. Tina is the new president of "We ManageYou," a corporation set up to manage physician practices. Tina has never been very concerned with minority shareholders because she does not believe that they have any influence over the company because they cannot even elect a director. She is told, however, that the corporation has a practice of cumulative voting. An election is coming up in which 10 directors will be elected. Minority shareholders own 2,000 shares while majority shareholders own 8,000 shares. Tina tells her vice president, George, that she wants to ignore minority shareholders and focus her interests on majority shareholders and the directors. She also tells George that she wants to be particularly conscientious toward directors because the directors appoint officers, and she does not believe that she owes any actual duties to shareholders. She further orders George to destroy some documents subpoenaed in a criminal investigation against the company for illegal tax evasion. When George protests, Tina tells him not to worry because officers cannot be held responsible for criminal actions so long as the actions are done as part of the duties of an officer. She explains to him that only the corporation can be charged with liability in such cases. How many votes will the minority shareholders have in the election?

Which of the following references a right of a corporation or its shareholder to purchase any shares of stock offered for resale by a shareholder within a specified period of time?

Reference - Shaky Bicycles. Rhonda, an incorporator who filed the articles of incorporation for ABC Corporation, a corporation set up to sell bicycles, listed the correct town and street but incorrectly put the wrong street number in the document. Helen, a manufacturer of bicycle parts, had sold a number of parts to ABC Corporation. Unfortunately, the corporation was not making any profit, and Helen was not paid in a timely manner. Rhonda told her that the corporation was not liable because it was not validly formed due to the address mistake. Bernice, another creditor of ABC Corporation, also claimed that a shareholder of Shaky Bicycles, Slick, was personally liable to her. Bernice alleged that Slick committed fraud against her when he told her that ABC Corporation was making large amounts of money, that if she would only loan $50,000 to the corporation he would marry her, and that the corporation would make so much money that she would be wealthy in six months. She loaned the funds, but the corporation has been unable to repay her. Slick told her that he is sorry, but that her only avenue of recovery is through the corporation. Which of the following is the likely result of Helen's attempt to hold the corporation liable for her debt?

Which of the following references shares that have a fixed face value noted on the stock certificate?

For which of the following may a director generally be removed?

Which of the following do state incorporation statutes typically grant to corporations?

Which of the following are outside directors who do not have business contacts with the corporation?

Shareholders are directly responsible for the daily management of a corporation.

Reference - Skateboard Growth. Both Bernie and John were presidents of small businesses manufacturing and selling skateboards. Bernie's store was called "Skateboard City" and John's business was called "Skateboard for Health." Because a large sports store was coming into town, they, along with the boards of directors decided that it would be a good idea to combine the businesses. They decided to retain the name "Skateboard for Health" and simply amend the articles of consolidation. Bernie was concerned, however, with the change because he was contemplating filing a lawsuit against Hank who had purchased 10 custom skateboards and had not paid for them. He was excited, however, about the prospect of not being liable for a lawsuit he expects to be filed by Greg who fell when a wheel came off on a skateboard sold by Bernie's corporation resulting in a serious ankle sprain and medical bills. After investigation, Bernie is aware that the wheel was negligently attached to the skateboard. Bernie told John that one reason he wanted to retain John's name was to prevent Greg from being able to recover against him. Which of the following is the appropriate term for the action taken by Bernie and John in combining their businesses?

Reference - Kite Sales. Wendy is president of a business that manufactures kites. The kites of her company, ABC Kites, are sold to large toy stores. After Wendy learned a great deal about kites, she started to make kites at home and to promote them to large toy stores. She also started selling kites to friends. Some of the directors learned about her kite sales and accused her of wrongdoing. Wendy denied any wrongdoing. In which of the following objectionable activities was Wendy involved, if any, in selling and marketing the kites?

When a corporation is incorporated, the secretary of state usually issues a[n] _______________, a document certifying that the corporation is incorporated in the state and is authorized to conduct business.

Which of the following are outside directors who have business contacts with the corporation?

Which of the following is available to Garrett, a major shareholder in ABC Corporation who believes that the corporation has wrongfully failed to declare a dividend to shareholders?

Closely held corporations generally offer stock for sale to the general public.

Reference - Machine Malfunction. Bruno, the president of a corporation operating work out facilities, convinced the board of directors to approve a large purchase of a type of fitness machine called "Perfect Body." Bruno had carefully investigated the machine and did a presentation to the board on its purported benefits. Unfortunately, after the purchase, it was announced that "Perfect Body" was actually a very dangerous machine that should not be used. The manufacturer of "Perfect Body" went bankrupt, and the corporation lost $200,000 on the purchase of the machines. The shareholders are furious and want to sue Bruno and the directors. The board of directors agrees to allow Frances, the ringleader of the shareholders, to purchase stock of the company at below its fair market value. She purchases a considerable amount of stock on that basis, but says that the shareholders plan to continue with an action against Bruno and the board members. Which of the following is a term for stock issued to individuals below its fair market value?

Reference - Shaky Bicycles. Rhonda, an incorporator who filed the articles of incorporation for ABC Corporation, a corporation set up to sell bicycles, listed the correct town and street but incorrectly put the wrong street number in the document. Helen, a manufacturer of bicycle parts, had sold a number of parts to ABC Corporation. Unfortunately, the corporation was not making any profit, and Helen was not paid in a timely manner. Rhonda told her that the corporation was not liable because it was not validly formed due to the address mistake. Bernice, another creditor of ABC Corporation, also claimed that a shareholder of Shaky Bicycles, Slick, was personally liable to her. Bernice alleged that Slick committed fraud against her when he told her that ABC Corporation was making large amounts of money, that if she would only loan $50,000 to the corporation he would marry her, and that the corporation would make so much money that she would be wealthy in six months. She loaned the funds, but the corporation has been unable to repay her. Slick told her that he is sorry, but that her only avenue of recovery is through the corporation. Assuming ABC's corporate status is in place, which of the following is Bernice's best theory in order to hold Slick personally liable to her?

If corporations act beyond their express and implied powers, the act is called a[n] _______________ act.

Which of the following is a term for a requirement that a minimum number of directors be present at a meeting for decisions made at the meeting to be valid?