CORPORATE & COMMERCIAL LAW REVIEW Matching Match the correct letter of each term in the space provided before each sentence. Bonds and debentures Bylaws Closely held corporation Conversion right Debenture Insider trading Prospectus Securities Securities legislation Widely held corporation \"'IQ'HFUUOUJ> Laws that control corporate registration, disclosure, and insider trading. Rules that govern the daytu-day Operations Ufa curiipaiiy. A company that sells shares to the public. transfer shares. A corporate IOU. A corporate unsecured debt. Shares and bonds issued by a corporation. The right to convert bonds into shares. to the public. A company that does not sell shares to the public and restricts the right to The document that a corporation must publish when offering bonds and shares 10. Buying and selling shares based on information not available to the public. Questions Write a short, pointform answer for each question in the space provided. To assist you in preparing for the exam, it is recommended that you write a full and complete essay answer for each question. 1. When do duciary obligations arise in the business setting? What are the consequences of owing a duciary duty to someone? 2. What is liability in corporate and commercial law? 3. How is a limited liability different from an unlimited liability? 4. Outline the advantages and disadvantages of a sole proprietorship. 5. How are partnerships formed and what sources of law govern partnership activities? 6. Explain the concept ofjoint liability and ofjoint and several liability of partners. 7. Outline the advantages and disadvantages of a partnership. CORPORATE & COMMERCIAL LAW REVIEW Key Terms Sole proprietorship Unlimited liability Partnership Joint liability Joint and several liability Limited partnership Limited liability partnership (LLP) Shareholder Director Limited liability Dividend Stakeholder Authorized capital Share structure Widely held corporation Securities legislation Closely held corporation NUANS report Shelf company Bylaws Articles ofincorporation lncorporator Bond Debenture Securities Conversion right Prospectus Insider trading Oppression remedy CORPORATE & COMMERCIAL LAW REVIEW Matching Match the correct letter of each term in the space provided before each sentence. A Corporation B Dividend C Sales agency D Joint and several liability E Joint liability F Limited liability G Limited liability partnership H Strategic alliance [ Partnership J Unlimited liability 1. Personal assets may be seized to pay business debts. 2. People doing business together will] the objective ofrtiakirig a profit. 3. All partners are responsible for one another's mistakes. 4. Partners have unlimited liability for their own actions but no liability for their partners' actions. 5. A shareholder's loss is limited to the purchase price of the shares. 6. Prots payable to shareholders. 7. Full responsibility for all debts ofthe partnership. 8. An agreement in which a manufacturer or distributor allows another to sell products on its behalf. 9. An arrangement whereby two or more businesses agree to cooperate for some purpose. 10. Separate legal entity. 10. ll. l2. l3. 14. 15. l6. 17. 18. 19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30. CORPORATE & COMMERCIAL LAW REVIEW Explain what purpose limited partnerships are primarily used for and how they are created? How are unlimited liability partnerships different from limited liability partnerships? What are the elements of a corporate name? Give examples. Does a corporation exist indenitely? Explain. Outline the advantages and disadvantages ofa corporation. How is a federally incorporated company different from a provincially incorporated company? How does a corporation source capital? Explain the limited liability of shareholders. How are prots distributed in a corporation? Who manages a corporation? What are the differences between directors and ofcers? How does someone become a director or an ofcer? What are the duties of directors? Shareholders? Officers? Give examples. What must directors consent to every year? Why? What are the consequences? Explain the rules governing when a company will be bound by the actions of people acting as its agents. List and explain the documents needed for Incorporation. What are the elements of a corporate name? Give examples. What is a minute book? How is it divided? What colour tabs and who has access? Why is it important to properly maintain corporate records? What is the difference between the registered office and the records ofce? What is the role of the corporate secretary? What does it mean to \"pierce or lift the corporate veil\"? Explain the rules that govern when a business res an employee. When can the employee win a lawsuit and when can't they? What is the oppression remedy? When does it arise and what does it do