Hermione beginning up, and assumes the financial hazard of, graphics Ads, a new enterprise. Hermione is a. A franchisee.

You are watching: Bev is a shareholder of all-terrain vehicle company. as a shareholder, bev does not have

b. A franchisor.

c. An agent.

d. A sole proprietor.


Carl sells straight Marketing Enterprises, a single proprietorship, to Eve. This is a deliver of

a. A license.

b. A profession name.

c. The formula to make a product.

d. The property of the business.


Jim organized, and also owns and operates, Jim’s Landscaping organization in the simplest type of service organization. This is

a. A corporation.

b. A limited liability company.

c. A partnership.

d. A single proprietorship.


Jody owns KuppaJava Kiosks, a single proprietorship. Jody’s legal responsibility is

a. Limited by state statute and varies native state come state.

b. Limited to the level of capital expenditures.

c. Limited to the level of his or her original investment.

d. Unlimited.


Guy and Hanna do service as G-H Associates. If G-H is a partnership, that is administrate by the Uniform cooperation Act

a. In the lack of an refer agreement.

b. In the lack of an include agreement.

c. Just in the presence of an refer agreement.

d. Under every circumstances.


Noah and Orin do business as Pest regulate Partners. In most states, because that the functions of suing and being sued, Pest manage Partners would certainly be cure as

a. An aggregate of the individual partners.

b. A herbal person.

c. An entity.

d. A non-existent party.


Desi starts increase eSites, an net service, and also leases office an are in a structure owned through Fred. The lease needs Desi to pay Fred a base rental the $1,250, to add 10 percent the eSites’ profits, each month. The hatchet is 2 years. Desi rental Gwen to work at eSites’ tech support desk at one hourly fairy of $12.50, add to a commis­sion of 10 percent of the prof­its. The hatchet is additionally two years. Desi and Fred are

a. No partners, due to the fact that Fred does not have actually an ownership interest or manage­ment legal rights in eSites.

b. Not partners, due to the fact that the lease consists of a “base rental.”

c. Not partners, due to the fact that the rent consists of only 10 percent of the profits.

d. Partners in a partnership for 2 years.


A: not partners, due to the fact that Fred go not have an ownership interest or management rights in eSites

Desi starts up eSites, an web service, and leases office room in a building owned by Fred. The lease requires Desi to pay Fred a basic rental of $1,250, add to 10 percent of eSites’ profits, every month. The hatchet is 2 years. Desi hires Gwen to occupational at eSites’ technology support desk at an hourly wage of $12.50, add to a commis­sion that 10 percent that the prof­its. The ax is additionally two years. Desi and Gwen are

a. Not partners, since Gwen walk not have an ownership interest or manage­ment civil liberties in eSites.

b. Not partners, due to the fact that the pay has an hourly wage.

c. Not partners, due to the fact that the pay includes only 10 percent the the profits.

d. Partners in a cooperation for 2 years.


A: not partners, because Gwen does not have actually an ownership attention or monitoring rights come eSites

Sable and Rex agree while talking on the call to kind a partner­ship to transaction in move of genuine property. Their partnership covenant is legally binding

a. Just if a copy that the covenant is filed in the ideal state office.

b. Only if the covenant is lessened to writing.

c. Only if the next exchange valid consideration.

d. There is no more.


B: only if the commitment is lessened to writing

Rona and Savannah do service as endowment Island Traders. In exhilaration on the firm’s instead of in a deal with Unlimited Potential, Inc., Rona provides an ethical error in overestimating the profit. To she firm, Rona is

a. Liable because that breach the the duty of care.

b. Liable for breach that the duty of financial sense.

c. Liable for breach the the duty the loyalty.

d. No liable.


D: no liable 

Megan and Nicole do service as One people Realty. In acting on the firm’s instead of in a deal with Property acquisition Company, Megan stops working to account because that the profit. To her firm, Megan is

a. Liable because that breach of the duty that care.

b. Liable because that breach of the duty of financial sense.

c. Liable for breach of the duty that loyalty.

d. Not liable.


C: liable because that breach the the duty the loyatly

Corbin, a companion in Doctors clinical Clinic, uses for a loan through Evermore bank allegedly on Doctors’ behalf but without the authorization that the various other partners. Evermore knows that Corbin is no authorized to take out the loan. Corbin defaults ~ above the loan. Liability because that its unpaid lot is enforced on

a. Corbin and Doctors, jointly.

b. Corbin only.

c. Medical professionals only.

d. Evermore only.


B: Corbin only

Luann and also Mace space partners in Networx, a computer peripherals firm. Luann signs a contract v Oleo Chips, a sleeve component supplier, reportedly on Networx’s behalf. The contract is binding on

a. Luann, Mace, and Networx.

b. Luann only.

c. Networx only.

d. Oleo only.


A: Luann, Mace, and also Networx


Luann and Mace space partners in Networx, a computer system peripherals firm. Mace dissociates indigenous Networx. Luann indicators a con­tract through Physik Drives, a wholesale ingredient supplier, reportedly on Networx’s behalf. Physik does not understand of Mace’s dissociation. The contract is binding on

a. Luann, Mace, and Networx.

b. Luann only.

c. Networx only.

d. Physik only.


A: Luann, Mace, and Networx

Fay is admitted to an international Associates, an existing partnership. A partnership debt incurred prior to the date of her join comes due. Fay is

a. No liable because that the debt.

b. Only liable because that the debt up to the quantity of her capital contribution.

c. Personally liable only to the level the other partners perform not pay.

d. Personally liable to the full extent of the debt.


B: only liable because that the debt up to the quantity of her capital contribution

Clu, Dolf, and also Elton do business as abundant Valley Farm. Clu’s partnership to the certain ends, however it proceeds to do business. This is

a. Dissociation.

b. Dissolution.

c. Winding up.

d. Wrongful.


A: dissociation

Hud and Iggy kind Jerry-Bilt building to go into into a contract to build one bridge. Under your partnership agreement, Jerry-Bilt is come dissolve as soon as the bridge is built. Iggy indicators a contract because that the certain to build a 2nd bridge. Jerry-Bilt

a. Dissolves as shortly as the very first bridge is built.

b. Disappear as quickly as the 2nd bridge is built.

c. Dissolves immediately on Iggy’s signing that the second contract.

d. Does no dissolve.


A: dissolves as soon as the first bridge is built

Kelly, Lars, and Mona agree come be partners in community Delivery business (NDS), dividing the revenues equally. Kelly contributes 67 percent that the capital. When NDS is dissolved, its liabilities are higher than its assets. The losses space paid by

a. Every one of the partners in proportion come their resources contributions.

b. Every one of the partner in proportion to your shares that the profits.

c. Kelly because she added most of the capital.

d. Lars and Mona because they contributed the the very least of the capital.


B: every one of the partners in proportion to their shares that the profits

Vasili is considering develops of business organization for Vasili’s Designs, one ar­chitectural firm. An advantage of a limited liability partnership is that partners may have the ability to avoid personal liability for

a. Any partnership obligation.

b. Only other partners’ wrongdoing.

c. Only partnership obligations that exceed capital contributions.

d. Just partnership obligations that autumn within funding contributions.


A: any partnership obligation

Jack and also Kyra room partners in regulation Firm, LLP, a restricted liability partnership. Jack supervises Kyra, that negligently fails to appear in court on behalf of Milo, a client. Liability to Milo rests with

a. Jack and also Kyra.

b. Jack only.

c. Kyra only.

d. No Jack no one Kyra.


A: Jack and Kyra 

Fern and also Gray desire to kind a limited partnership to control two restaurants: coffee shop Latte and Deli Delite. In many states, a limited partnership will certainly be developed when

a. A certificate of restricted partnership is filed.

b. A partnership commitment is executed.

c. The business for i beg your pardon the for sure is formed actually opens its doors.

d. The partners do their funding contributions.


A: a certificate of minimal partnership is filed

Lucy is a limited partner in subway Contractors, a restricted partnership, which cannot pay the debts. Lucy is personally liable for the debts

a. In proportion to the number of partners in the firm.

b. To no extent.

c. To the degree of her resources contribution.

d. To the full extent.


C: come the level of her resources contribution

Venture Capital, LP, is a restricted partnership. Its minimal partners include an ext than 150 sophisticated investors and investment professionals. A Venture minimal partner loses his or her minimal liability if he or she

a. Acts as the this firm manager.

b. Go not participate in the that company management.

c. Invests in linked Fund, among Venture’s competitors.

d. Votes top top the firm’s sale or dissolution.


A: acts as the firm"s manager

Energy Unlimited, LP, is a restricted partnership to which the partners, in­cluding Fink, have contributed capital. Energy’s creditors incorporate Graves Engineering, Inc. Top top Energy’s dissolution, that assets will be distributed to pay

a. Fink and Graves proportionately.

b. Fink first.

c. Tombs first.

d. Neither Fink nor Graves.


C: tombs first

Sustainable Café llc is a restricted liability company. Like any type of other LLC, unless Sustainable Café chooses otherwise, the firm will be taxation as

a. A corporation.

b. A joint venture.

c. A partnership.

d. A cooperative.


C: a partnership

Esteban and Florian desire to form a minimal liability company (LLC) to manage their business, Gordian Nuts. Gmbh statutes have been embraced in

a. Every states.

b. No states.

c. Less than one-fifth the the states.

d. Only Wyoming and also Florida.


A: every states

Bee Hive Honey, LLC’s members encompass Chad. For purposes of suing and being sued, punishment Hive love husband is

a. An aggregate of Chad and the various other members.

b. A organic person in the members’ “family.”

c. A legal entity apart native the owners.

d. A non-participating 3rd party.


C: a legal reality apart indigenous the owners

Greta is a member of Hovercraft LLC. Together a member, Greta is

a. A manager or officer, but not an owner.

b. An investor, however not a manager, officer, or owner.

c. An owner.

d. A participant, however not one investor, manager, officer, or owner.


C: one owner

Coco is considering creates of business organization for her concessions business—Coco’s Cupcakes. Most states need that a minimal liability agency have at least

a. No minimum number of members.

b. At least one member.

c. At the very least two members.

d. At the very least three members, consisting of at least one basic partner.


B: at least one member 

Location! Realty gmbh is a minimal liability agency (LLC). Like other LLCs, for commonwealth jurisdictional purposes, Location! Realty is most most likely a citizen of

a. All states.

b. Every state in i m sorry its members space citizens.

c. No state.

d. Just the state in i m sorry it to be formed.


B: every state in i beg your pardon its members are citizens

Jay is a member of Kappa, LLC, a limited liability company. Jay is liable because that Kappa’s debts

a. In proportion come the total variety of members.

b. To the degree of his investment in the firm.

c. Come the extent that the other members perform not pay the debts.

d. To the complete extent.


B: to the degree of his invest in the firm

B2B, LLC, is a minimal liability company. Amongst its members, a problem arises that the operating commitment does not cover. The problem is gov­erned by

a. The applicable state llc statute.

b. The federal Uniform llc Law.

c. The principles of partnership law.

d. The state copy, group statute.


A: the applicable state gmbh statute

CPA Accounting, LLC, is a minimal liability company. If the legislation in CPA’s state is prefer the law in most states, unless the members have actually agreed other­wise, participants in the firm’s monitoring will be taken into consideration to include

a. All members.

b. No member.

c. One member.

d. 2 members, consisting of at least one basic partner.


A: every members

Cecilia’s work Spa, LLC, is a member-managed minimal liability company. If the law in Cecilia’s state is choose the law in most states, unless the members have agreed otherwise, voting civil liberties are apportioned follow to

a. Capital contributions.

b. Joining in management.

c. The variety of members.

d. Transactions through the firm.


A: funding contributions 

Flip is a member of good States Trucking LLC. Flip’s partnership to great States ends, however the firm continues to carry out business. This is

a. Dissociation.

b. Dissolution.

c. Winding up.

d. Wrongful.


A: dissociation

Build-Rite construction Corporation and Deals-R-Us, Inc., integrate their efforts to construct an entertainment complex. Their type of organization organization is

a. A business trust.

b. A joint share company.

c. A joint venture.

d. A syndicate.


C: a share venture

Binary Corporation and Coda, Inc., two software program firms, wish to incorporate their study and advancement capabilities to make a special, minimal edition computer system game. The suitable legal en­tity because that this task is most likely

a. A organization trust.

b. A joint stock company.

c. A share venture.

d. A syndicate.


C: a joint venture 

Rafaela arts Gallery and also Sequoia Exhibitions type a share venture. Once a dispute arises, Rafaela files a suit against Sequoia. The court is most most likely to apply the same ethics to this joint venture as it uses to

a. Business trusts.

b. Cooperatives.

c. Corporations.

d. Partnerships.


D: partnerships

Delta Music firm and eDistribution & Marketing Corporation kind a joint stock company. A share stock agency can be formed for, at the most,

a. An implied duration of not much more than six months.

b. A perpetual existence.

c. A single activity or transaction.

d. A declared duration that not more than one year.


B: a perpetual existence

Owen, Petunia, Quentin, and also Rita combine to finance the structure of Surfside Stores, a waterfront purchase mall. Your selected kind of company organization is an in­vestment group, or

a. A company trust.

b. A joint stock company.

c. A joint venture.

d. A syndicate.


D: a syndicate 

Accumulated capital Corporation and Business Funds, Inc., form a joint share company. The ownership of a joint stock firm is repre­sented by

a. Partnership certificates.

b. Share of stock.

c. Title documents.

d. To trust certificates.


B: shares of stock 

Downwind soil Corporation and Leeward Investments firm transfer their property to jae won Managers, Inc., i beg your pardon manages the property and distributes the profits to Downwind and also Leeward. This kind of a company organization is

a. A organization trust.

b. A joint share company.

c. A share venture.

d. A syndicate.


A: a business trust

Vela and also other farmer in Washington County form a service organi­zation come provide, without profit, one economic service to that is members. This is

a. A company trust.

b. A cooperative.

c. A corporation.

d. A joint share company.


B: a cooperative

Buyers club is an incorporated cooperative. Favor other incorporated coop­eratives, Buyers society distributes revenues to its owners on the communication of

a. The amount of funding they contribute.

b. The level to i beg your pardon they participate in management.

c. Your transactions v the cooperative.

d. The needs of the state in i beg your pardon it to be incorporated


C: your transactions with the cooperative

Ivy and also Justin desire to type and do service as Kayak Adventures Corporation. A corporation can be owned by

a. Natural persons only.

b. Man-made persons only.

c. Artificial or organic persons.

d. Neither “artificial” no one “natural” persons.


C: fabricated or herbal persons

Skyla and also Terry desire to type and do business as unique Boutique Corporation. Most statutes governing the formation and use the corporations room guided by

a. City or ar corporate codes.

b. The Entrepreneur’s this firm Handbook.

c. The federal governmental Procedure Act.

d. The amendment Model organization Corporation Act
D: the amendment Model company Corporation Act

Mountaintop Clearview corporation authorizes Niles, its employee, to oversee its timber operation. In the food of his employment, Niles handle of the operation’s waste illegally. Orson is a Mountaintop shareholder. With respect to Mountaintop and Niles, liability for this crime most most likely rests with

a. Neither Mountaintop nor Niles.

b. Mountaintop and also Niles.

c. Mountaintop only.

d. Niles only.


B: Mountaintop and also Niles

Mountaintop Clearview coporation, group authorizes Niles, its employee, to oversee its hardwood operation. In the food of his employment, Niles disposes of the operation’s garbage illegally. Orson is a Mountaintop shareholder. Liability because that Niles’s plot most most likely rests v Orson to

a. No extent.

b. The proportionate degree of the variety of shares Orson owns.

c. The lot of Orson’s invest in the firm.

d. The complete extent.


C: the amount of Orson"s investment in the firm

Digitech is a foreign corporation, which way that Digitech

a. Is an alien corporation.

b. Is chartered in a international country.

c. Might be compelled to acquire a certificate of authority to execute business.

d. Might do business only in foreign countries.


C: might be forced to attain a certificate of government to perform business

Convenience Mart, Inc., is a closely held corporation. Convenience Mart is

a. Standard to do public offerings of securities.

b. Exempt from filing a certificate that incorporation.

c. Generally allowed to limit the deliver of the stock.

d. Taxation in the same manner as a partnership.


C: generally enabled to restrict the carry of the stock

Boutique copy, group would like to adjust its corporate standing to avoid in­come taxes at the this firm level. To qualify, the shareholders have to not be

a. Corporations.

b. Estates.

c. Individuals.

d. Partnerships.


D: partnerships

Jim and Kiley are architects and also members that J&K, P.C., a profes­sional corporation. Jim supervises Luc, an employee that the firm. Together a member, Jim

a. Is personally liable for any kind of tort committed by Kiley.

b. Has restricted liability for any type of of Kiley’s action of malpractice.

c. Has actually no legal responsibility for any torts committed by Kiley or Luc.

d. May be personally liable for malpractice committed by Luc.


D: may be personally liable because that malpractice cursed by Luc

To qualify as a skilled corporation, medical Clinic, P.C.,

a. Need to be a corporation developed by professionals.

b. Must give all shareholders voting rights.

c. Must have at least thirty-five shareholders.

d. Every one of the choices.


A: must be a corporation created by professionals 

Sullivan and also Taylor desire to kind a coporation, group to carry out catering services. The an initial step in the incorporation procedure is to

a. File the short articles of incorporation.

b. Host the first organizational meeting.

c. Secure a this firm name.

d. Select a state in which come incorporate.


D: pick a state in which come incorporate

Suki is a registered agent for Trans-state Trucking, Inc. (TTI), which included in Utah. As a registered agent, Suki

a. Agreed come buy stock in TTI prior to it existed.

b. Applied to Utah on behalf of TTI to achieve its this firm charter.

c. Does organization for TTI in Utah.

d. Receives legal records on behalf of TTI.


D: receives legal files on instead of of TTI

Stan incorporates his clinical products company as tech Precision Supply, Inc. This firm could have perpetual existence in

a. A few states.

b. All states.

c. Most states.

d. No states.


C: most states

Hailey and also Ike hold the first organizational meeting of Java Kiosk Corporation. Probably the most important role of this conference is

a. Adopting Java’s bylaws.

b. Agreeing top top Java’s purpose.

c. Drafting Java’s articles.

d. Obtaining a charter for Java.


A: adopting Java"s bylaws

Start-Up copy, group substantially complies with all conditions prece­dent come incorpo­ration. Start-Up has

a. Corporate visibility by estoppel.

b. De facto existence.

c. De jure existence.

d. Ultra vires existence.


C: de jure existence

Eager Beaver Corporation stops working to organize a conference to embrace bylaws. Under this circumstance, passionate Beaver will still it is in treated together a legitimate corporation in those claims that acknowledge the common law doctrine of

a. Coporation, group by estoppel.

b. De facto corporation.

c. De jure corporation.

d. Ultra vires.


B: de facto corporation

Quixotic agency claims to it is in a corporation yet it is not. Rachel indications a con­tract through Quixotic the is not performed. In Rachel’s suit versus Quixotic, a court will likely recognize the for sure as

a. A copy, group by estoppel.

b. A de facto corporation.

c. A de jure corporation.

d. An ultra vires corporation.


A: a coporation, group by estoppel

Wild & Scenic flow Tours, Inc., is a corporation. Wild & Scenic has the implied strength to

a. Problem stocks and bonds.

b. Execute contracts and also negotiable instruments.

c. Buy and sell (or lease) property.

d. Do all acts fairly appropriate and necessary to accom­plish its that company purposes.


D: execute all acts fairly appropriate and necessary to accomplish its this firm purposes

Omega corporation makes and also markets digital timers, clocks, and also related products. Favor other business corpo­rations, Omega problems securities to

a. Rise its sector share.

b. Achieve financing.

c. Minimize its manufacturing costs.

d. Safeguard its facilities.


B: obtain financing 

Mari buys 500 share of usual stock in national Livestock Traders, Inc. Together a shareholder the record, Mari owns a proportionate attention in terms of

a. Control, earnings, and also net assets.

b. Control only.

c. Earnings and net legacy only.

d. Neither regulate nor earnings and net assets.


A: control, earnings, and also net assets

Discount factory Outlets, Inc., problems bonds. Bonds

a. Are issued by enterprise only.

b. Are sometimes referred to together “stock with preferences.”

c. Have actually maturity dates.

d. Require routine interest payments from your owners.


C: have actually maturity dates

Gillian is a manager of Fizzy Soda Company. Together a director, Gillian have the right to act as an agent to tie Fizzy

a. In all circumstances.

b. In no circumstances.

c. To any kind of contract in i beg your pardon Fizzy walk not have a conflict of interest.

d. To any contract that represents a corporate opportunity for Gillian.


B: in no circumstances

Rhea is a manager of Spex Corporation, which makes and sells sunglasses and also other eyewear. As a Spex director, Rhea sit on the board, which

a. Governs Spex.

b. Is administer by the Spex incorporators.

c. Is administer by the Spex officers.

d. Is administer by the Spex shareholders.


A: governs Spex

Lon and Merry act together the incorporators for NuGame Corporation. After the first board of director is chosen, succeeding directors are elected by a bulk vote of NuGame’s

a. Board of directors.

b. Incorporators.

c. Officers.

d. Shareholders.


D: shareholders

Bret and Courtney kind Delite day Care, Inc. Can be fried respon­sibility because that pol­icy decisions important to the monitoring of corporate work rests v Delite’s

a. Plank of directors.

b. Incorporators.

c. Officers.

d. Shareholders.


A: plank of directors 

Frida, Gayla, and Hart accounting the location of manager on the plank of Integral components Corporation. V respect to this directors, a quorum is the minimum number

a. Who have to be in ~ odds in a conflict to speak to for that is resolution.

b. Who must be present to validly transact business.

c. Whom the shareholders might remove from office at any one time.

d. Whose positions have to be vacant come warrant an election.


B: who have to be present to validly transact business 

Reba is a director of Quantum Mechanix Corporation. Reba’s rights, as a di­rector, carry out not encompass a right to

a. Indemnification.

b. Inspection.

c. Participation.

d. Self-dealing.


D: self-dealing

Melba and Leon space directors of new Foods, Inc. The best of Melba and Leon to be notified of special meetings the the plank is the ideal to

a. Compensation.

b. Indemnification.

c. Participation.

d. Self-dealing.


C: participation

Frawsty copy, group distributes beverages in the greater Northwest. Frawsty’s plank of directors deserve to delegate few of its attributes to

a. Frawsty’s incorporators.

b. Frawsty’s officers.

c. Frawsty’s shareholders.

d. No one.


B: Frawsty"s officers

VeriVisual company makes HD 3D movie and video equipment. VeriVisual is like most cor­porations in that its police officers are rental by the firm’s

a. Plank of directors.

b. Incorporators.

c. Other officers.

d. Shareholders.


A: board of directors

Odell is a manager of Price Rite, Inc. As a director, through respect come the corporation, Odell is

a. A fiduciary.

b. A forum.

c. A proxy.

d. A quorum.


A: a fiduciary

Luke is a director of Motor components Corporation. Luke makes decisions with respect to Motor parts in good faith, in what Luke trust is the firm’s ideal interest, and also without violating any duties owed to it. If, despite these circumstances, Luke exercises negative business judgment, under the business judgment dominion Luke is

a. Immune native liability.

b. Liable just to the extent that Luke gains together a result.

c. Liable just to the degree that Motor components suffers as a result.

d. Completely liable.


A: immune native liability

Gladys is a shareholder of Frozen Yogurt, Inc. Together a shareholder, Gladys should approve

a. Amending the bylaws.

b. Proclaiming a that company dividend.

c. Hiring a chief executive, management officer.

d. Issuing extr shares.


A: amending the bylaws

Heidi and also Ian space directors and also shareholders of world Software, Inc. Heidi’s created authorization to Ian to poll Heidi’s shares at a globe shareholders’ meeting is

a. A violation the the duty that loyalty.

b. A preemptive right.

c. A proxy.

d. A quorum.


C: a proxy

Thor Power commodities Corporation patent the choice of its director by accumulation voting. This

a. Enables minority shareholder to be stood for on the board.

b. Assures directors that they will be selected by their peers.

c. Assures Thor’s executive officers of the last choice.

d. Insures versus persons who might “cloud” the that company direction.


A: permits minority shareholders to be represented on the board

Fiona owns one re-superstructure of share in GR8 boards Corporation, as confirmed by a share certificate. Fiona loses the certificate. Her property of the stock is

a. Forfeited immediately.

b. Forfeited in ~ ten job of a 3rd party’s case to ownership.

c. Forfeited within thirty days if she cannot find the certificate.

d. Not affected.


D: not affected

In all states, practice & Fitness Club firm and other corporations can pay dividends from

a. Gross profits.

b. Network profits.

c. Retained earnings.

d. Surplus.


C: kept earnings

Bev is a shareholder of All-Terrain car Company. As a share­holder, Bev does not have

a. A best to compensation.

b. Dividend rights.

c. Inspection rights.

d. Preemptive rights.


A: a best to compensation 

Ruben is a shareholder of speed Bikes company (SBC). When the direc­tors fail come undertake an activity to redress a wrong experienced by SBC, Ruben papers a fit on the this firm behalf. Ruben’s fit is a shareholder’s

a. Indemnification suit.

b. Derivative suit.

c. Proxy suit.

d. Preemptive suit.


B: derivative suit 
Ruben is a shareholder of speed Bikes firm (SBC). When the direc­tors fail to undertake an activity to redress a wrong experienced by SBC, Ruben files a fit on the firm’s behalf. Any kind of damages recovered by Ruben’s fit will normally go come

a. Ruben.

b. SBC.

c. SBC’s directors.

d. The state in which SBC is incorporated.


B: SBC

Clark is a shareholder of Bedrest Mattress Company. Clark will be understood to have a fiduci­ary duty to Bedrest and also its minority share­hold­ers if that has

a. Wanted stock.

b. A ideal of first refusal.

c. A sufficient variety of shares to practice de facto control.

d. Watered stock.


C: a sufficient variety of shares to exercise de facto control

Like other corporations, Biopesticide copy, group can expand its opera­tions through

a. A share exchange.

b. A dissolution.

c. A termination.

d. A winding up.


A: a share exchange 

Ridgeway Sand & Gravel Corporation and also Quick-Set Paving company combine so the all that continues to be after the records have been signed is Ridgeway. This is

a. A consolidation.

b. A merger.

c. A acquisition of assets.

d. A re-publishing exchange.


B: a merger 

Cherry Grove Apartments, Inc., merges v Dutch Elm Realty, Inc. Just Dutch Elm remains. Cherry Grove owed money to passionate Beaver repair Service and other creditors. Af­ter the merger, dutch Elm need to pay

a. Every one of Cherry Grove’s debts.

b. Fifty percent of Cherry Grove’s debts.

c. Nobody of Cherry Grove’s debts.

d. Just debts that Cherry Grove incurred after a merger to be proposed.


A: all of Cherry Grove"s debts

Cherry Grove Apartments, Inc., merges through Dutch Elm Realty, Inc. Only Dutch Elm remains. Cherry Grove hosted rights in particular real property. After the merger, dutch Elm repurchase the rights

a. Automatically.

b. Just after completing details additional statutory procedures.

c. Just Cherry Grove’s previous shareholders specifically approve.

d. Only if the salvation is a specified result of the merger.


A: automatically

Cherry Grove Apartments, Inc., merges with Dutch Elm Realty, Inc. Only Dutch Elm remains. The articles of the merger covenant differ from dutch Elm’s posts of incor­poration. The articles

a. Are considered amended to incorporate the differences.

b. Are replaced by the mergers agreement.

c. Efficiently prevent the merger.

d. Prevail.


A: are reputed amended to include the differences 

Petro Drilling Corporation combine its assets and also debts with those the Oil Refining agency to kind New Energy, Inc. The development of brand-new Energy is

a. A consolidation.

b. A re-publishing exchange.

c. A liquidation.

d. A merger.


A: a consolidation

Petro Drilling Corporation combine its assets and also debts with those that Oil Refining agency to kind New Energy, Inc. New Energy acquires

a. All of Petro’s and Oil’s assets.

b. Fifty percent of Petro’s and also Oil’s assets.

c. Nobody of Petro’s and Oil’s assets.

d. Only assets the Petro and also Oil gained after a combina­tion to be proposed.


A: all of Petro"s and Oil"s assets

Petro Drilling Corporation combine its assets and debts through those of Oil Refining company to kind New Energy, Inc. New Energy assumes

a. All of Petro’s and also Oil’s assets.

b. Fifty percent of Petro’s and Oil’s assets.

c. None of Petro’s and Oil’s assets.

d. Just debts that Petro and Oil occurs after a combina­tion was proposed.


A: all of Petro"s and Oil"s assets

Penn records a suit against Roadway Sign firm While the suit is pend­ing, Roadway consolidates through Synchronized Signal corporation to type Traffic Management, Inc. Now, legal responsibility in the suit, if any, rests with

a. Traffic.

b. Roadway and Synchronized.

c. Penn.

d. No one.


C: Penn

Through a specific transaction, corporate Properties, Inc., acquires every one of the shares of Downtown Realty coporation, group for several of Corporate Properties’s shares. Both corporate Properties and also Downtown Realty proceed to exist. This is

a. A consolidation.

b. A share exchange.

c. A short-form merger.

d. A hold-up
B: a re-publishing exchange

Precise machine Corporation and Quality Instruments, Inc., decision to merge. This corporate combination does not need the approval of

a. An exact and Quality’s directors.

b. An accurate and Quality’s officers.

c. Precise’s shareholders.

d. Quality’s shareholders.


B: precise and Quality"s officers

Vacation Adventures, Inc., and also Wild river Tour company plan to merge. Many likely, the ar­ticles that merger will be filed with

a. The county recording office.

b. The local chamber that commerce.

c. The state’s secretary the state.

d. The nationwide travel agents’ association.


C: the state"s secretary that state

Vision Optical firm and vast Eyes Open, Inc. Decision to combine. Xavier, a vast Eyes shareholder, is dissatisfied v the price that he will receive for his stock. In the absence of fraud or various other illegal conduct, Xavier’s to exclude, remedy is to

a. Exercise an appraisal right.

b. Document a fit to delay the process.

c. Refuse come agree to the deal, i beg your pardon cannot climate proceed.

d. Urge other shareholders to urge on a greater price.


A: practice an appraisal right

Ewa is a shareholder of farm Fresh Foods, Inc., whose monitoring is con­sider­ing a tender market by Growers sector Corporation. Ewa elects appraisal rights. This affects

a. Farm Fresh’s factor to consider of the offer.

b. Ewa’s shareholder status.

c. Growers Market’s offer.

d. Nothing.


B: Ewa"s shareholder status 

Firelite Corporation desires to purchase every one of the heritage of Glo power Products, Inc. Helen is a Glo power shareholder. The approval the Helen and other Glo strength shareholders is necessary

a. In all circumstances.

b. In no circumstances.

c. Only if Firelite plans to pay with unauthorized, unissued stock.

d. Only if the purchase extends Firelite’s regulate over an ext assets.


A: in every circumstances

Stratified Industries, Inc., increases its holdings, making ten­der of­fers in numerous states. These provides are subject to

a. Commonwealth securities legislations only.

b. State antitakeover statutes only.

c. Neither state law nor commonwealth laws.

d. State antitakeover statutes and federal securities laws.


D: state antitakeover statutes and federal securities laws

The term for the legal death of the man-made “person” of Skytop Services, Inc., or any other corporation, is

a. Surviving corporation.

b. Dissolution.

c. Takeover.

d. Winding up.


B: dissolution

Titan business Corporation have the right to be compelled come dissolve by

a. Its creditor only.

b. Itself, v its shareholders and directors, only.

c. Itself, v its shareholders and also directors, or the state.

d. The state only.


C: itself, v its shareholders and directors, or the state

Atlantic Corporation’s articles of incorporation prohibit a sale of its heritage with­out a poll of the plank of directors. Atlantic’s police officers sell part assets come Pacific agency without an alert to the board. The officers also fail to salary Atlantic’s counting on time, and also some Atlantic funds space not accounting for. The ideal remedy is many likely

a. A revenue of the rest of Atlantic’s assets to its directors and also shareholders.

b. Atlantic’s consolidation or merger with Pacific.

c. Atlantic’s dissolution.

d. Payment of damages to Atlantic’s officers.


C: Atlantic"s dissolution

Atlantic Corporation’s short articles of organization prohibit a sale of its assets with­out a vote of the board of directors. Atlantic’s policemans sell part assets to Pacific company without an alert to the board. The officers additionally fail to salary Atlantic’s taxes on time, and also some Atlantic funds room not accounted for. Through respect to Atlantic’s share­holders, this conduct is most likely

a. Not oppressive due to the fact that it is undertaken by Atlantic’s officers.

b. Oppressive because Atlantic’s directors might be personal liable.

c. Oppressive because Atlantic’s shareholders might be personally liable.

d. Oppressive because it departs native the criter of fair dealing.


D: oppressive due to the fact that it departs native the standards of fair dealing

Frothy Beverage corporation is a public firm whose shares are traded in the general public securities markets. Under the Securities action of 1933, Frothy is forced to

a. Contribute to the to work of nationwide stock exchanges.

b. Disclose financial and other information around its securities.

c. Connect in industry surveillance to deter undesirable practices.

d. Solicit proxies for voting.


B: disclose financial and also other information around its securities

RingTone coporation, group is a public agency whose securities are traded among investors. Under the Securities plot of 1933, a defense is

a. Almost any stake in the property or blame of a company.

b. An investment that is guaranteed to make a profit.

c. Only such typical forms the debt and equity together bonds and also stocks.

d. Everything a firm represents to the public as a security.


A: practically any stake in the property or blame of a company

Start-Up Enterprises, Inc., completes its registration process and be­gins ad­vertising the availability of its new issue of securi­ties. Start-Up locations a tomb­stone advertisement in the jae won papers. This ad tells pro­spective investors

a. About investing.

b. Around the company.

c. Whereby to buy the securities.

d. Where to acquire a prospectus.


D: whereby to attain a prospectus

Celfone copy, group is forced to record a registration statement through the Securities and also Exchange Commission. This statement have to contain

a. A copy the prospectuses to be detailed to investors.

b. A description of securities being available for sale.

c. A document of pre-registration sales in securities.

d. A sample of advertising to be provided to tempt investments in Celfone.


B: a description of securities being offered for sale

Flo-Thru pipes Corporation is poised to concern securities that, under the Securities action of 1933, room “exempt.” This means that the securities deserve to be sold

a. On the basis of a product omission or misrepresentation.

b. On the basis of nonpublic information.

c. Within any six-month duration by details insiders.

d. Without being registered.


D: without gift registered

Fresh fruit & Veggies, Inc., wants to do an initial public offering of securi­ties. Fresh believes the it qualifies for an exemption under Regulation A from the full registration requirement of the commonwealth Securities plot of 1933. New decides to market its new securities via the Internet. This offering

a. Will protect against the payment of rose to brokers or underwriters.

b. Is an invest scam.

c. Is a Ponzi scheme.

d. Constitutes insider trading.


A: will stop the payment of rose to brokers or underwriters 

Fresh fruits & Veggies, Inc., desires to make an early public providing of securi­ties. Fresh believes the it qualifies because that an exemption under Regulation A indigenous the full registration requirement of the federal Securities action of 1933. If new is exempt from the commonwealth registration requirement, fresh is

a. Immediately exempt from any kind of state it is registered requirement.

b. Not topic to any state securities laws.

c. No necessarily freed under a state it is registered requirement.

d. Automatically subject to every state registration requirements.


C: not necessarily exempt under a state registration requirement 

To advanced $12 million to expand operations, Star Corporation provides a stock offering straight to sixty accredited investors and also twenty sophisticated, but unaccredited investors. Star to plan to notify the SEC the sales. Under the Securities action of 1933, this worry may qualify as an “exempt” transaction

a. Together is.

b. If every one of the investors are likewise given particular material information.

c. If the providing is additionally made obtainable to the general public.

d. Under no circumstances.


B: if every one of the investor are additionally given details material information 

Players video Game Centers, Inc., desires to worry stock of $1 million in a solitary offer­ing. Football player must carry out all investors with product in­forma­tion about itself, that business, and also its securities if

a. Every investors room accredited.

b. Under any type of circumstances.

c. Any investors space accredited.

d. Any investors are unaccredited.


D: any kind of investors space unaccredited 

Hobie, the chief executive officer of right Gamers, Inc. (IGI), inten­tionally understates the quantity of IGI’s debts in information detailed to investor as part of an worry of IGI stock. Jack buys the stock and also suffers a loss. Hobie may be subject to

a. Federal government prosecution and Jack’s suit.

b. Neither government prosecution no one Jack’s suit.

c. Only government prosecution.

d. Just Jack’s suit.


A: government prosecution and also Jack"s suit

New discoveries Corporation, and also its officers, directors, and also share­holders, buy and sell securities. Ar 10(b) of the Securities Ex­change plot of 1934 applies to

a. Only the acquisition or sale of a security by an invest company.

b. Only the acquisition or sale of a security including short-swing profits.

c. Only the purchase or sale of a security including a tipper and tippee.

d. The acquisition or sale of any type of security.


D: the acquisition or revenue of any type of security

Lex, a salesperson because that Macro Corporation, learns that Macro will certainly in­crease the dividend it payment to shareholders. Lex buys 1,000 share of Macro stock. As soon as the price increases, Lex sell his shares for a profit. Lex would not it is in liable because that insider trade if the information about the dividend was

a. Material when he sold the stock.

b. Publicly after that bought the stock.

c. Public before he to buy the stock.

d. Too speculative as soon as he to buy the stock.


C: public before he purchase the stock

Dhani, an accountant for Eureka, Inc., to learn of undisclosed com­pany plan­s to sector a brand-new laptop. Dhani buys 1,000 share of Eureka stock. The re­veals the agency plans to Fay, who buys 500 shares. Fay speak Geoff, who tells Hu, every of who buy 100 shares. Lock knows that Fay gained her informa­tion native Dhani. Once Eureka publicly an­nounces its new laptop, Dhani, Fay, Geoff, and Hu offer their stock for a profit. If Dhani is liable under the Securities Ex­change action of 1934, it will be since the infor­mation top top which the based his acquisition of Eureka share was

a. A forward-looking forecast.

b. No material.

c. Not yet public.

d. Not yet true.


C: not yet public

Dhani, an accountant for Eureka, Inc., learn of undisclosed com­pany plan­s to market a new laptop. Dhani buys 1,000 shares of Eureka stock. The re­veals the firm plans to Fay, who buys 500 shares. Fay tells Geoff, that tells Hu, each of who buy 100 shares. Lock knows the Fay got her informa­tion indigenous Dhani. Once Eureka publicly an­nounces its brand-new laptop, Dhani, Fay, Geoff, and also Hu sell their stock for a profit. Under the Securities Ex­change plot of 1934, Fay is most likely

a. Liable for insider trading.

b. Not liable due to the fact that Fay did not prevent others from profiting.

c. Not liable due to the fact that Fay did no solicit info from Dhani.

d. No liable because Fay go not occupational for Eureka.


A: liable for insider trading

Rico, an technician for Shur-2-Gro seeds Corporation, learns the Shur-2-Gro has arisen a corn hybrid come triple the output of any farm. Rico buys 20,000 share of Shur-2-Gro stock. He speak Taylor, who buys 15,000 shares. ~ the new hybrid is announced publicly, the price the Shur-2-Gro share in­creases. Rico and also Taylor market their shares because that a profit. Under the Securities Exchange plot of 1934, liability may be imposed on

a. No one of this parties.

b. Rico and Taylor only.

c. Rico only.

d. Rico, Shur-2-Gro, and Taylor.


B: Rico, and Taylor only

Della, one officer for energy Petrol corporation (EPC), buys 100 shares of EPC stock. One week later, EPC announces that it will merge through a competitor, Fuel Oil Company, and also the price the EPC share increases. One month later, Della sells she shares for a profit. Under section 16(b) that the Securities Exchange act of 1934, Della would certainly not be liable if, after buying the stock, she had actually waited

a. Much less than fourteen work to market it.

b. An ext than 6 months to sell it.

c. Ninety job to market it.

d. 2 months to sell it.


B: more than six months to sell it 

Ridgeline sporting activities Gear, Inc., is required to it is registered its securities under ar 12 that the Securities Exchange action of 1934. Ar 16(b) that the action covers

a. The explanation of dividends by Ridgeline’s board of directors.

b.the later re-registration that Ridgeline’s securities.

c. The short-swing tasks of Ridgeline’s insiders.

d. The solicitation that proxies indigenous Ridgeline’s shareholders.


C: the short-swing activities of Ridgeline"s insiders 

Kirk is the chief financial officer of Lemon Corporation, i beg your pardon is re­quired to paper certain jae won statements through the Securities and also Exchange board of directors (SEC). Under the Sarbanes-Oxley act of 2002, Kirk must personally

a. Certify the the statements space accurate.

b. Delegate the responsibility for preparing the statements.

c. Provide the statements come the appropriate SEC officer.

d. Prepare the statements.


A: certify the the statements room accurate

Flux corporation is a public firm whose shares room traded in the general public securities markets. Under the Sarbanes-Oxley action of 2002, Flux is subject to the direct corporate governance requirements of

a. Any kind of other public agency with i beg your pardon Flux exchanges shares.

b. Any type of state in which Flux go business.

c. The federal government.

d. The state in which Flux incorporated.


C: the federal government 

Catalina guarantees high returns to Darby and other investors, who then agree to trust their funds come Catalina. She uses these funds to pay previous investors. This is

a. A Ponzi scheme.

b. A share option.

c. One accredited investor.

d. A tombstone ad.


A: a Ponzi scheme

Philo wants to start a new business enterprise. Since it is difficult, if not impossible, to save up v the numerous legal rules the govern organization conduct, Philo most likely needs come consult

a. One accountant.

b. An attorney.

c. An skilled small-business owner.

d. A partner.


B: an attorney

Reb wants to start a new business enterprise. Shari is one accountant. Reb most likely needs come consult Shari because

a. One accountant deserve to be much less expensive 보다 an attorney.

b. Accounting errors can provoke litigation.

c. Ignorance the the regulation is a defense versus liability.

d. Maintaining up with legislations that govern business conduct is difficult
B: audit errors deserve to provoke litigation

Max wants to open Max’s Medical equipment Supply with the assistance of an attorney. To find an attorney, Max should most likely

a. Questioning a court to choose a lawyer to aid him.

b. Advertisement in the “Help Wanted” ar of a newspaper or database.

c. Testimonial listings in the Martindale-Hubbell legislation Directory.

d. Audit classes in ~ a local legislation school.


C: review listings in the Martindale-Hubbell legislation Directory

Bemis is creating Cool Air agency to make and sell a device that clears the heat from functioning kitchens and also other warm rooms. In exchange because that legal solutions to Bemis and also his new firm at the start-up stage, an lawyer is not most likely to accept

a. An same stake in Cool Air.

b. A promise the Bemis’s future legal business.

c. A level fee or a retainer.

d. A promise to store the attorney’s legal advice confidential.


D: a promise to store the attorney"s legit advice confidential

Quia and Rafi type SA, LLC, a restricted liability company, to operate Superior Athletics, a fitness center. Contrasted to a sole pro­prietorship and a general partnership, a limited liability agency has limited

a. Company purposes.

b. Invest opportunities.

c. An individual liability.

d. Requirements.


C: personal liability 

Stingo operates Tropic burger Restaurant together a corporation. A client slips and also breaks she ankle in the restaurant and also is awarded damages by a court. Those damages have to most likely be paid by

a. Stingo.

b. Tropical Burger.

c. The customer.

d. The agency that gives the restaurant’s burgers.


B: tropic Burger

Josh and Kya form Longview Associates, a minimal part­nership, come invest in genuine estate. Compared to a sole proprietorship and a general partnership, a minimal partnership has limited

a. Organization purposes.

b. Invest opportunities.

c. Personal liability.

d. Requirements.


C: personal liability 

Quisha operates river Valley Soccer, one athletic devices shop, together a sole proprietorship. Counting on the business’s earnings are paid by

a. No one.

b. Quisha.

c. The state or federal government.

d. The business.


B: Quisha

Dallas and also Ellyn operate Freestyle Riders, a bicycle shop, as a part­nership. Counting on the business’s revenue are paid by

a. Dallas and also Ellyn.

b. No one.

c. The state or federal government.

d. The business.


A: Dallas and also Ellyn

Global Tours, a take trip agency, is a limited liability company. Global is ex­empt indigenous legal demands that called to

a. Organization name registration.

b. Job-related licensing.

c. State taxes registration.

d. None of the choices.


D: no one of the choices

Jess and Kaley own and operate tiny Tykes, a small-business enterprise. Tiny Tykes pays taxes on its profits, and Jess and Kaley pay taxes top top the earnings that are after that distributed come them. Small Tykes is

a. A corporation.

b. A restricted liability company.

c. A partnership.

d. A single proprietorship.


A: a corporation

Mabel and also Nahim desire to begin up and also incorporate a new business enterprise. The an initial step in the incorporation process is to

a. Select and document a that company name with a state office.

b. Breeze the bylaws come govern the corporation.

c. Hold an initial plank of directors’ meeting.

d. Prepare and file articles of incorporation v a state office.


A: select and paper a this firm name v a state office

Finn wants to combine his game store as GameZ, Inc., and also files the name with the Idaho secretary the state. Submit will protect the name

a. Only within Idaho.

b. Throughout the Pacific Northwest.

c. Throughout the joined States.

d. Throughout phibìc America.


A: only within Idaho

Klee wants to make and also sell a computer operating system under a trade­mark. To achieve the most protection under the law, Klee should pick a mark that is

a. Distinctive.

b. Similar to an present mark.

c. The same as an existing mark.

d. Non-distinctive.


A: distinctive

National Standard agency (NSC) products are figured out with a trade­mark. For numerous years, NSC al­lows others to usage the note without permission and without protest. This may be deemed, on NSC’s part,

a. Abandonment the the mark.

b. Anticompetitive conduct.

c. Liability for misleading consumers.

d. Liability because that misleading competitors.


A: abandonment the the mark

Demi operates Eyes large Open, a small-business optician enterprise. Come raise capital, Demi contact Foster, a endeavor capitalist. Besides capital, Foster will many likely

a. Help in the drafting of a service plan.

b. Decline a ratio of future profits.

c. Offer help with respect to marketing.

d. Stop from demanding work control.


C: offer assistance with respect to marketing

Elan Elite company Company’s sell of shares of stock in chin to anyone who is ready to pay $600 every share is

a. A shareholder agreement.

b. Key-person insurance.

c. A exclusive offering.

d. A public offering.


D: a windy offering

The five shareholders of Orthopedic Ease, Inc., a medical tools firm, want to protect against each other from sell­ing the shares to 3rd parties without first being offered the opportu­nity to buy them. This can be noted for in

a. A shareholder agreement.

b. Key-person insurance.

c. A personal offering.

d. A public offering.


A: a shareholder agreement

Nero opened Oh! Fudge!, a liquid store, together a corporation. As soon as doing busi­ness on instead of of the store, come avoid an individual liability, Nero need to sign contracts

a. Together an agent for the corporation.

b. In his separation, personal, instance capacity.

c. Together a gourmand.

d. Under a false name.


A: together an agent for the corporation

Bild-It-Rite Corporation uses independent contractors. Bild-It-Rite can

a. Be sue by a contractor for a violation of distinguish laws.

b. Exercise small control over how the home builders perform.

c. Obtain workers’ compensation insurance because that the contractors.

See more: The Essential Deming: Leadership Principles From The Father Of Quality

d. Withhold earnings taxes from payments to the contractors.


B: exercise tiny control over exactly how the contractors perform

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