Deck 9: Business Organizations and Securities Regulation

Question 1

Corporations are artificial persons created under the law of a state.

Answer 1

True
Explanation: Artificial persons,like corporations,are entities created under the law of a state (or nation),which are considered to have separate legal existence.Corporations can own property,be sued,take on debts,and otherwise act as separate entities.

Question 2

Online trading services provide professional guidance to investors.

Answer 2

False
Explanation: One impact of the Internet was the bypassing of full-service securities brokers through online trading.In response,most major full-service brokers added online trading services,which can be less expensive,but which also tend to leave investors without professional guidance.

Question 3

Where mergers or direct acquisitions fail,a takeover can be attempted.

Answer 3

True
Explanation: There are several ways to acquire control of a corporation.Where mergers or direct acquisitions fail,a tender offer (also called a takeover) can be attempted.Alternatively,the person seeking to acquire control can mount a proxy fight by nominating an alternative slate of directors and then soliciting shareholders for their annual proxies in preference to returning proxies to current management.
Multiple Choice Questions

Question 4

Sole proprietorships are mutual agencies.

Question 5

In the context of the capital structure of corporations,equity capital has a short-term horizon.

Question 6

An S corporation pays double tax on its income.

Question 7

Corporations incur the disadvantage of double taxation.

Question 8

In a limited liability company,the owners are referred to as interest holders.

Question 9

In a limited partnership,the limited partners manage the business and are personally liable for all losses.

Question 10

The owners of a corporation are called stockholders.

Question 11

Closely held corporations face the loss of limited liability through application of the doctrine known as piercing the corporate veil.

Question 12

A shareholder derivative suit is brought by a minority shareholder,but any recovery inures to the corporation.

Question 13

Which of the following statements about corporations is true?

A)A promoter files articles of incorporation with the state government to create a corporation.
B)When a corporation's liabilities exceed its assets,its creditors can reach the personal assets of the shareholders.
C)A corporation need not establish books of accounts.
D)When an employee or director commits a tort or crime while conducting corporate business,the corporation is not liable for the consequences.

Question 14

In general,the creditors of a corporation cannot reach the personal assets of the shareholders to satisfy the corporation's obligations.

Question 15

A partnership offers limited liability to its owners.

Question 16

Common stockholders share all three property rights associated with stock ownership in proportion to their holdings.

Question 17

Although shareholders are the owners of the corporation,control rests with the board.

Question 18

Blue sky laws are primarily applicable to solely intrastate offerings.

Question 19

Equity holders' claims are always satisfied before creditors' claims.

Question 20

The Securities Act of 1933 seeks to ensure full disclosure of all material facts about the investment opportunity to offerees before they invest.

Question 21

Which of the following is true of the Securities Act of 1933?

A)It guarantees the economic merits of any investment opportunity.
B)It prohibits full disclosure of all material facts about the investment opportunity to offerees before they invest.
C)It forbids any interstate offering of a new security until a registration statement has been filed with and approved by the Securities and Exchange Commission.
D)The Securities and Exchange Commission has repealed the 1933 Act's prescribed relationship between solicitation or sales of a security and the registration process.

Question 22

Which of the following legal doctrines will the court apply if the owners of a corporation fail to maintain a formal legal separation between their business and their personal financial affairs?

A)Respondeat superior
B)Piercing the Corporate Veil
C)The Business Judgment Rule
D)The Rochdale Principles

Question 23

Which of the following is a feature of a corporation?

A)Double taxation
B)Unlimited liability
C)Definite duration
D)Prohibition of tax-deductible fringe benefits

Question 24

Which of the following is true of the partnership form of business?

A)The vast majority of partnership agreements are written.
B)An assignee of a partnership interest has the right to participate in control and enjoys the status of partner.
C)The partners are not personally liable for the partnership's obligations should it default.
D)Events in the private lives of the partners can seriously impact the business venture.

Question 25

Although the law of partnerships originated in the common law,all states except _____ adopted the Uniform Partnership Act.

A)Louisiana
B)Alabama
C)Nevada
D)Wisconsin

Question 26

On termination of a corporation,which of the following has the highest priority for payment?

A)Dividend arrearages owed to preferred shareholders
B)Claims of common shareholders
C)Claims of creditors
D)Claims of directors

Question 27

Carey,the owner of a corporation,uses the business checking account to pay his personal bills.He also makes business deals knowing the business cannot pay the invoices.If he is sued by one of his creditors,which of the following courses of action is most likely to be taken by the court?

A)Pierce the corporate veil.
B)Apply the business judgment rule.
C)Terminate the corporation.
D)Impose the Rochdale Principles.

Question 28

Which of the following statements is true of a limited liability partnership?

A)It is taxed like a general partnership.
B)No annual filings or fees are required.
C)To bring a limited liability partnership into existence,the owners file articles of organization with the state.
D)It is more like a limited liability company than a general partnership.

Question 29

Which of the following refers to a business venture that has no legal existence apart from the owner?

A)Corporation
B)Limited liability company
C)Sole proprietorship
D)Partnership

Question 30

According to the 1933 Act,during the _____ period,no sales are permitted but a limited amount of solicitation is allowed.

A)shelf registration
B)waiting
C)prefiling
D)posteffective

Question 31

The legal doctrine that makes the employer liable for an employee's acts is _____.

A)respondeat superior
B)res ipsa loquitur
C)piercing the corporate veil
D)caveat emptor

Question 32

Which of the following statements is true of the sole proprietorship form of business organization?

A)Legal filings are required to establish a sole proprietorship.
B)A sole proprietorship is a separate legal entity.
C)The owner of a sole proprietorship is not personally liable for all obligations of the business.
D)A sole proprietorship is not a taxable entity.

Question 33

Which of the following presents the company's assets,liabilities,and equity in a registration statement?

A)Income statement
B)Balance sheet
C)Statement of cash flows
D)Supplemental information

Question 34

Identify the correct statement about the Securities Act of 1933.

A)It allows interstate offering of a new security until a registration statement has been filed with and approved by the Securities and Exchange Commission.
B)It ensures partial disclosure of material facts about the investment opportunity to offerees.
C)It does not guarantee the economic merits of any investment opportunity.
D)It gives the Securities and Exchange Commission the power to suspend trading if it suspects price manipulation.

Question 35

Corporations distribute their aftertax income to their shareholders as _____.

A)fringe benefits
B)dividends
C)exempt securities
D)disgorgements

Question 36

If a delivery truck driver negligently hits a child in the street,the company for which the driver works will be liable for the injuries under the legal doctrine of _____.

A)caveat emptor
B)respondeat superior
C)piercing the corporate veil
D)res ipsa loquitur

Question 37

The lack of regulatory uniformity among the states led Congress in 1996 to enact the _____,preempting state registration requirements for securities traded on national markets.

A)Private Securities Litigation Reform Act
B)Securities Exchange Act
C)National Securities Markets Improvement Act
D)Dodd-Frank Act

Question 38

Which of the following is true of limited liability companies?

A)The management structure of a limited liability company is extremely rigid.
B)A single-member limited liability company cannot be treated as a corporation.
C)The operating agreement of a limited liability company is most likely to be in the oral form.
D)To create a limited liability company,the owner(s) must file articles of organization with the state.

Question 39

Which of the following acts prohibits broker voting unless specific instructions are received from the shareholder?

A)The Private Securities Litigation Reform Act
B)The Securities Exchange Act
C)The National Securities Markets Improvement Act
D)The Dodd-Frank Act

Question 40

Which of the following statements is true of the formation of partnerships?

A)Partnership accounting systems are the least expensive of all the business forms.
B)The partnership form generally requires a number of annually recurring events such as state filings or statutorily mandated meetings of owners.
C)The vast majority of partnership agreements are written.
D)The co-owners of a partnership must intend to join in the sharing of risks and rewards via the active conduct of business.

Question 41

The principal defense against a Section 11 claim is _____.

A)proxy access
B)disgorgement
C)due diligence
D)broker voting

Question 42

The _____ defense against a takeover involves the target company selling off its most attractive assets.

A)greenmail
B)crown jewel
C)poison pill
D)golden parachute

Question 43

_____ refers to the severance pay packages the target's officers may have negotiated to protect themselves in the event of a takeover.

A)Greenmail
B)Golden parachutes
C)Crown jewels
D)Poison pill

Question 44

What are the components of a registration statement?

Question 45

Explain the three critical stages of the securities registration process.

Question 46

Explain illegal insider trading.

Question 47

Describe Section 11 of the 1933 Securities Act and explain the defense against it.

Question 48

Which of the following is a management's takeover defense strategy that gives current shareholders a tender offer-triggered right to buy additional stock at a discount,thus diluting the hostile bidder's shares?

A)Golden parachute
B)Greenmail
C)Poison pill defense
D)Crown jewel defense

Question 49

Which of the following statements is true of the Securities Act of 1934?

A)It allows interstate offering of a new security until a registration statement has been filed with and approved by the Securities and Exchange Commission.
B)It ensures partial disclosure of material facts about the investment opportunity to offerees.
C)It guarantees the economic merits of any investment opportunity.
D)It gives the Securities and Exchange Commission the power to suspend trading if it suspects price manipulation.

Question 50

Under the 1933 Act,a draft prospectus is included with the filed registration statement.This is known as a _____ prospectus.

A)greenmail
B)red herring
C)crown jewel
D)blue sky

Question 51

Define the term "initial public offering (IPO)."

Question 52

List the potential problems with the partnership form of doing business.

Question 53

_____ defense refers to a resistance tactic in which the target's management uses corporate cash to buy back the tender offeror's current stake,with a significant premium to "go away."

A)Greenmail
B)Crown jewel
C)Poison pill
D)Golden parachute

Question 54

Define and describe common stock,preferred stock,and debt.

Question 55

Describe the differences between the two classes of partners in a limited partnership.