1. The board of director's right to inspection can be limited by bylaws(true/false) 2. Which of the following provides for both civil and criminal penalties including up to recovering treble damages, for securities fraud by accountants? A. Tax Reform Act of 1976 B. The Racketeer Influenced and Corrupt Organizations Act(RICO) C. Section 32(a) of the Securities Exchange Act of 1934 D. The Private Securities Litigatiin Reform Act of 1995 3. Which of the following permits an issuer to sell up to $20 million of securities during a 12 month period pursuant to a simplified registration process? A. Section 5 of the Securities Act of 1934 B. Regulation A Tier 1 C. Section 12 of the Securities Act of 1933 D. SEC Rule 506 4. The legal theory that holds accountants liable to any memebr of a limited class of intended users for whose benefit the accountant has been employed is Section 552 of the Restatement (Second ) of Torts. (True/false) 5. A shelf offering allows an issuer to register a new issue of security without selling the entire issue at once(true/false) 6. The Revised Model Business Corporation Act (RMBCA) modernized the uniform law regulating the formation, operation and termination of corporation(true/false) 7. A confidential draft registration stafement is a public filing to initiate an initital public offering(true/false) 8. Which of the following is correct regarding the Uniform Limited Liability Company Act(ULLCA) A. It provides uniform laws for the dissolution of limited liability companies(LLCs) B. It is a state law that that is currently recognized in thirty six (36)states C. It provides comprehesive laws for the formation of corporations D. It governs the formation and operation of sole proprietorships. 9. Section 14(a) of the Securities Exchange Act prohibits the solicitation of proxies(true/false) 10. A________ is a merger between a parent corporation and a subsidiary corporation that does not require the approval of the board of directors of the subsidiary corporation. A. Short form merger B. Reverse takeover C. Share exchange D. Short term merger 11. The involuntary dissolution of a corporation that is ordered by the secretary of state if a corporation has failed to comply with certain procedures required by law is known as which of the following. A. The corporation procured its articles of incorporation through fraud B. The corporation did not pay its requisite franchise fee C. The corporation failed for atleast sixty(60) days to maintain a registered agent in its state of incorporation. D. The corporation failed to file an annual report 12. In an initial coin offering (ICO) the issuer accepts payment from investors in Bitcoin or another cryptocurrency, or in money. In return, investors receive utility______ which can then be used to purchase goods or services or held for investment. A. Markers B. Drafts C. Notes D. Tokens 13. Insurgent shareholders are shareholders who propose a slate of directors to replace the incumbent directors. (True/false) 14. Limited liability partners in an LLP can lose no more than their capital contribution if the partnership fails (true/false) 15. Appraisal rights require shareholders who object to the sale of the property of a company to forfeit their shares(true/false) 16. The operating agreement of a limited liability company may be oral(true/false) 17. Which of the following is correct regarding generally accepted accounting principles (GAAPs)? A. They set forth rules for how companies present their income, expenses, assets, and liabilities on financial statements. B. They are the uniform, global standard for accounting principles C. They are used by auditors as a guide for their nonaudit services only D. They cannot be modified once established by the American Institute of Certified Public Accountants 18. The US Supreme Court has granted implied exemptions from antitrust laws to all professional sports organizations(true/false) 19. The directors of a corporation must act within the authority conferred on them by the state's corporation code. (True/false) 20. Corporations can be created only pursuant to which of the following? A.a general purpose clause B. Corporation codes C. A novation agreement D. Arrearages 21. Authorized shares that have not been sold by the corporation are known as which of the following A. Issued shares B. Unissued shares C. Outstanding shares D. Liquidated shares 22. A prospectus is a written disclosure provided with the registration statement that helps the Securities and Exchange Commission(SEC) evaluate the financial risk of an investment (true/false) 23. Which of the following are typically large corporations with thousands of shareholders? A. Publicly held corporations B. Nonprofit corporations C. Private corporations D. Closely held corporations 24. Kickstarter and Patreon are crowfunding sites( true/false) 25. Shareholders cannot seek an injuction against an ultra vires act by a corporation. (True/false) 26. In case a corporation's assets are liquidated, preferred stockholders are paid before common stockholders. (True/false) 27. A corporation can be incorporated in several states. (True/false) 28. Shareholders are permitted to submit issues for a vote to other shareholders(true/false) 29. Civil liability under Section 11 is imposed on issuers who are negligent in not discovering in the fraud in their security offerings. (True/false)