1-the business judgment rule holds directors and officers liable regardless if they act in good faith or not--- False

2-T or F----shareholder approval is required if a corporation buys all of the assets of another company

3-T or F----when a majority shareholder breaches his or her fiduciary duty to a minority shareholder the minority shareholder and can sue for damages

4-T or F----in winding up a limited partnership, non partner creditors are paid before the partners receive their capitol contributions

5-T or F---A shareholder may initiate a corporate dissolution preceding if the directors are deadlocked in the management of corporate affairs and the shareholders are unable to break that deadlock.

6- T or F---most states limit the duration of the corporations existence to 99 years

7-What type of ownership do shareholders have in a corporation?

Question 7 options:

-A proportionate ownership in the building of the corporation itself.

-Legal Title to the corporate property

-An equitable ownership

-Ownership in the equipment of the corporation

8-Kelly, Lars, and Mona agree to be partners in Neighborhood Delivery Service (NDS), splitting the profits equally. Kelly contributes 67 % of the capital. When NDS is dissolved, its liabilities are greater than its assets. The losses are paid by

Question 8 options:

-all of the partners in proportion to their capital contributions.

-all of the partners in proportion to their shares of the profits.

-Kelly because she contributed most of the capital.

-Lars and Mona because they contributed the least of the capital.

9- every corporation must identify a specific person to act as an agent to receive legal documents on behalf of a corporation----True

10- piercing the corporate veil means revealing to shareholders the internal rules of corporate management-----False

11-Pola and Quint want to form and do business as River Tours Corporation. A corporation can consist of

Question 11 options:

-no natural persons.

-one natural person but not more.

-one or more natural persons.

-only more than one natural person.

12-the right to buy stocks at a stated price by a specific date that are created by the company are known as

Question 12 options:

-Stock warrants

-Tangible certificates

-Preemptive rights

-Public stock

13-which of the following does not involve a directors duty of loyalty

Question 13 options:

-Competing with the corporation.

-Usurping (taking advantage of) a corporate opportunity.

-Having an interest that conflicts with the interest of the corporation.

-Avoiding insider trading

14-Like the bylaws of other corporations, the bylaws of Retail Sales, Inc.

Question 14 options:

-establish the operating name of the corporation.

-establish the value and classes of corporate stock.

-were adopted at its first organizational meeting.

-were submitted for approval to the public official in charge.

15- which of the following is not a right of a director

Question 15 options:

-The rights of participation

-The right to inspection

-The right to serve multiple terms in office

-The right to indemnification

16-T or F--- in most states, an individual can hold more than one office, such as president and secretary, and can both be an officer and director of the corporation.

17-Big Auto Corporation and Creative Car Company form a joint venture. A joint venture is usually formed for

Question 17 options:

-an implied duration of not more than 6 months.

-a single activity or transaction.

-a stated duration of not more than 1 year.

-perpetual existence.

18-T or F--forming a limited liability company requires filing articles of organization in a state office

19-T or F Directors are not responsible for all policymaking decisions necessary to the management of all corporate affairs.

20- if a stock certificate is lost or destroyed ownership is destroyed with it---False

21- T or F---a limited liability company can not be taxed as a corporation

22-Kirk is the chief financial officer of Lemon Corporation, which is required to file certain financial statements with the Securities and Exchange Commission (SEC). Under the Sarbanes-Oxley Act of 2002, Kirk must personally

Question 22 options:

-certify that the statements are accurate.

-delegate the responsibility for preparing the statements.

-deliver the statements to the appropriate SEC officer.

-prepare the statements.

23- T or F----corporate officers higher corporate directors

24- T or F----apparent authority exists if a principal causes a third party reasonably to believe that an agent has authority to act

25-T or F----directors are rarely compensated but when they are they can not set their own compensation.

26 T or F- directors are not responsible for all policy making decisions necessary to the management of all corporate affairs

27 T or F- In most states, an individual can hold more than one office, such as president and secretary, and can be both an officer and a director of the corporation.

28 T or F- any corporation with more the 10mil in assets and 500 or more shareholders must registers with the SEC

29 T or F- most states limit the duration of a corporation's existence to 99 years T or F

30 T or F- a joint venture is treated like a partnership

31- Kirk is the chief financial officer of Lemon Corporation, which is required to file certain financial statements with the Securities and Exchange Commission (SEC). Under the Sarbanes-Oxley Act of 2002, Kirk must personally

Question 31 options:

-certify that the statements are accurate.

-delegate the responsibility for preparing the statements.

-deliver the statements to the appropriate SEC officer.

-prepare the statements.

32 T or F- Any corporation with more than $10 million in assets and 500 or more shareholders must register with the Securities and Exchange Commission.

33- which of the following is not a right of a director

Question 33 options:

-The rights of participation

-The right to inspection

-The right to serve multiple terms in office

-The right to indemnification

34- Big Auto Corporation and Creative Car Company form a joint venture. A joint venture is usually formed for

Question 34 options:

-an implied duration of not more than 6 months.

-a single activity or transaction.

-a stated duration of not more than 1 year.

-perpetual existence.

35 Tor F- directors are rarely compensated but when they are they can not set their own compensation

36 T or F- damages awarded in a shareholders derivative suit go to the shareholder personally

37 T or F- a LLC cannot be taxed as a corporation

38 T or F-Information concerning the stock of a corporation must be outlined in the articles of incorporation.

39 T or F- corporate officers hire corporate directors

40- Kelly, Lars, and Mona agree to be partners in Neighborhood Delivery Service (NDS), splitting the profits equally. Kelly contributes 67 % of the capital. When NDS is dissolved, its liabilities are greater than its assets. The losses are paid by

Question 40 options:

-all of the partners in proportion to their capital contributions.

-all of the partners in proportion to their shares of the profits.

-Kelly because she contributed most of the capital.

-Lars and Mona because they contributed the least of the capital.

41 T or F- Top of Form Apparent authority exists if a principal causes a third party reasonably to believe that an agent has authority to act.

42- When a corporation issues shares for less than their fair market value, the shares are referred to as

Question 42 options:

-Par stock

-Watered stock

-Overvalued stock

-Preferred stock

43- Biotech Investments, LP, is a limited partnership. The partners sign an agreement purporting to state how the firm's profits and losses are to be divided. The profits and losses of the firm will be divide

Question 43 options:

-according to the agreement.

-equally, despite the agreement.

-in proportion to capital contributions, despite the agreement.

-in proportion to the partner's participation in the firm's business, despite the agreement.

44- Jill and Kelly are architects and members of Jill & Kelly, P.C., a professional corporation. Jill supervises Lucy, an employee of the firm. As a member, Jill:

Question 44 options:

-is personally liable for any tort committed by Kelly.

-has limited liability for any of Kelly's acts of malpractice.

-has no liability for any torts committed by Kelly or Lucy.

-may be personally liable for malpractice committed by Lucy.

45- What type of ownership do shareholders have in a corporation?

Question 45 options:

-A proportionate ownership in the building of the corporation itself.

-Legal Title to the corporate property

-An equitable ownership

-Ownership in the equipment of the corporation

46 T or F- when a majority shareholders breachers her fiduciary duty to a minority shareholder the minority shareholder can sue for damages.

47- Which of the following does not involve a director's duty of loyalty?

Question 47 options:

-Competing with the corporation.

-Usurping (taking advantage of) a corporate opportunity.

-Having an interest that conflicts with the interest of the corporation.

-Avoiding insider trading

48- When will directors and officers whose failure to exercise due care results in harm to the corporation or its shareholders not be held liable

Question 48 options:

-If the directors and officers are genuinely sorry.

-If the directors can show the officers were responsible and not themselves.

-If the officers can show that the directors and not the officers were responsible.

-If the officers and directors used their best judgment in guiding corporate management.