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21. Corporate directors are protected from liability by the business judgment rule for bad decisions: 22. An S-Corporation is: 23. "Piercing the corporate veil" refers to: 24. Limited Partners have limited liability for the debts of the limited partnership, except when: 25. Which of the following entities does not have a pass through tax feature for profits and losses: 26. The Mine Co. board bought a tract of land to mine for diamonds. The land was a bust and the company went bankrupt. The Mine Co. board: 27. Death of an owner causes a to a partnership but a Corporation is a and will continue after the death of an owner. 28. Double taxation is: 29 Partnership agreements should address the following issues to avoid long term problems: 30. If your only business concerns were taxes and cost, then you would probably have what type of business? 31. Blue Sky Laws are: 32. The two main federal securities laws are: 33. Where is the definition of a security found? 34. To be a security, the transaction must pass the Howey test (See SEC v. W.J. Howey Co., 328 U.S. 293 (1946)). This is the standard in a majority of states, but a minority of states also look at which of the following factors: 35. Which of the following are exempt securities from the 1933 Act? 36. Filing requirements with the SEC for companies that are not exempt include: 37. A tombstone ad: 38 Who is a Tippee?: 39 Which of the following is true of a Rule 504 offering? 40. A company can run a tombstone ad: 41. Quarterly (10-Q) and annual filing statements (10-K) for publicly traded companies with the SEC must be signed by: 42. The enabling statue for the Securities and Exchange Commission is: 43 Which of the following may make a contract voidable by both parties to a contract? 44. Contracts that are terminated as a matter of law or public policy are considered: 45 Oral contracts are: 46 To determine if a statement was an offer, the courts would use: 47. The offeror is: 48 Which of the following is a defense to a contract: 49 What is the essential difference between forming a contract under UCC or Common Law