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Partnership, Private Corporations and Securities Regulation Code 1. Explain the "Grandfather Rule." 2. Differentiate a partnership to a corporation. 3. Enumerate and define the different kinds of partners. 4. Explain partnership by estoppel. 5. Differentiate a "One Person Corporation" to a "Sole Proprietorship." 6. Explain the doctrine of "control test" in private corporations. 7. What does the concept of doing business implies? 8. Enumerate and define the different kinds of corporation. 9. LKBG Realty, a marketing company that promotes and facilitates sales of real property through leverage marketing, solicits investors who are required to be a Business Center Owner (BCO) by paying an enrollment fee of $250. The BCO is then entitled to recruit two other investors who pay $250 each. The BCO receives $90 from the $250 paid by each of his recruits and is credited a certain amount for payments made by investors through the initial efforts of his Business Center. Once the accumulated amount reaches $5,000, the same is used as down payment for the real property chosen by the BCO. 1. Does this multi-level marketing scheme constitute an "investment contract" under the Securities Regulation Code? 2. Define an "investment contract." 3. What procedure must be followed under the Securities Regulation Code to authorize the sale or offer for sale or distribution of an investment contract? 4. What are the legal consequences of failure to follow this procedure? 10. Explain the tender offer rule under the Securities Regulation Code