Deck 2: Corporate Governance
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Deck 2: Corporate Governance
1
Assume for a moment that the shareholders in a corporation have unlimited liability for corporate debts.If so,what impact would this have on the functioning of primary and secondary markets for ordinary equity?
With unlimited liability,you would be very careful which stocks you invest in.In particular,you would not invest in companies you expected to be unable to satisfy their financial obligations.Both the primary and secondary markets for equity would be severely hampered if this rule existed.It would be very difficult for a young,untested business to acquire enough capital to grow.
2
The owners of a limited liability company prefer:
A)being taxed like a corporation.
B)having liability exposure similar to that of a sole proprietor.
C)being taxed personally on all business income.
D)having liability exposure similar to that of a general partner.
E)being taxed like a corporation with liability like a partnership.
A)being taxed like a corporation.
B)having liability exposure similar to that of a sole proprietor.
C)being taxed personally on all business income.
D)having liability exposure similar to that of a general partner.
E)being taxed like a corporation with liability like a partnership.
being taxed personally on all business income.
3
Which type of business organization has all the respective rights and privileges of a legal person?
A)Sole proprietorship.
B)General partnership.
C)Limited partnership.
D)Corporation.
E)Limited liability company.
A)Sole proprietorship.
B)General partnership.
C)Limited partnership.
D)Corporation.
E)Limited liability company.
Corporation.
4
The articles of incorporation:
A)can be used to remove company management.
B)are amended annually by the company shareholders.
C)set forth the number of shares that can be issued.
D)set forth the rules by which the corporation regulates its existence.
E)can set forth the conditions under which the firm can avoid double taxation.
A)can be used to remove company management.
B)are amended annually by the company shareholders.
C)set forth the number of shares that can be issued.
D)set forth the rules by which the corporation regulates its existence.
E)can set forth the conditions under which the firm can avoid double taxation.
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5
Which one of the following business types is best suited to raising large amounts of capital?
A)Sole proprietorship.
B)Limited liability company.
C)Corporation.
D)General partnership.
E)Limited partnership.
A)Sole proprietorship.
B)Limited liability company.
C)Corporation.
D)General partnership.
E)Limited partnership.
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6
Which of the following are disadvantages of a partnership?
I.limited life of the firm
II.personal liability for firm debt
III.greater ability to raise capital than a sole proprietorship
IV.lack of ability to transfer partnership interest
A)I and II only.
B)III and IV only.
C)II and III only.
D)I,II,and IV only.
E)I,III,and IV only.
I.limited life of the firm
II.personal liability for firm debt
III.greater ability to raise capital than a sole proprietorship
IV.lack of ability to transfer partnership interest
A)I and II only.
B)III and IV only.
C)II and III only.
D)I,II,and IV only.
E)I,III,and IV only.
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7
Which one of the following statements is correct concerning the organizational structure of a corporation?
A)The vice president of finance reports to the chairman of the board.
B)The chief executive officer reports to the board of directors.
C)The controller reports to the president.
D)The treasurer reports to the chief executive officer.
E)The chief operations officer reports to the vice president of production.
A)The vice president of finance reports to the chairman of the board.
B)The chief executive officer reports to the board of directors.
C)The controller reports to the president.
D)The treasurer reports to the chief executive officer.
E)The chief operations officer reports to the vice president of production.
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8
A partnership:
A)is taxed the same as a corporation.
B)agreement defines whether the business income will be taxed like a partnership or a corporation.
C)terminates at the death of any general partner.
D)has less of an ability to raise capital than a proprietorship.
E)allows for easy transfer of interest from one general partner to another.
A)is taxed the same as a corporation.
B)agreement defines whether the business income will be taxed like a partnership or a corporation.
C)terminates at the death of any general partner.
D)has less of an ability to raise capital than a proprietorship.
E)allows for easy transfer of interest from one general partner to another.
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9
One thing lenders sometimes require when loaning money to a small corporation is an assignment of the ordinary equity as collateral on the loan.Then,if the business fails to repay its loan,the ownership of the stock certificates can be transferred directly to the lender.Why might a lender want such an assignment?
What advantage of the corporate form of organization comes into play here?
What advantage of the corporate form of organization comes into play here?
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10
Which of the following help convince managers to work in the best interest of the shareholders?
I.compensation based on the value of the equity
II.share option plans
III.threat of a proxy fight
IV.threat of conversion to a partnership
A)I and II only.
B)II and III only.
C)I,II and III only.
D)I and III only.
E)I,II,III,and IV.
I.compensation based on the value of the equity
II.share option plans
III.threat of a proxy fight
IV.threat of conversion to a partnership
A)I and II only.
B)II and III only.
C)I,II and III only.
D)I and III only.
E)I,II,III,and IV.
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11
The treasurer and the controller of a corporation generally report to the:
A)board of directors.
B)chairman of the board.
C)chief executive officer.
D)president.
E)vice president of finance.
A)board of directors.
B)chairman of the board.
C)chief executive officer.
D)president.
E)vice president of finance.
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12
A stakeholder is:
A)any person or entity that owns shares of a corporation.
B)any person or entity that has voting rights based on share ownership of a corporation.
C)a person who initially started a firm and currently has management control over the cash flows of the firm due to his/her current ownership of company equity.
D)creditor to whom the firm currently owes money and who consequently has a claim on the cash flows of the firm.
E)any person or entity other than a shareholder or creditor who potentially has a claim on the cash flows of the firm.
A)any person or entity that owns shares of a corporation.
B)any person or entity that has voting rights based on share ownership of a corporation.
C)a person who initially started a firm and currently has management control over the cash flows of the firm due to his/her current ownership of company equity.
D)creditor to whom the firm currently owes money and who consequently has a claim on the cash flows of the firm.
E)any person or entity other than a shareholder or creditor who potentially has a claim on the cash flows of the firm.
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13
A general partner:
A)has less legal liability than a limited partner.
B)has more management responsibility than a limited partner.
C)faces double taxation whereas a limited partner does not.
D)cannot lose more than the amount of his/her equity investment.
E)is the term applied only to corporations which invest in partnerships.
A)has less legal liability than a limited partner.
B)has more management responsibility than a limited partner.
C)faces double taxation whereas a limited partner does not.
D)cannot lose more than the amount of his/her equity investment.
E)is the term applied only to corporations which invest in partnerships.
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14
Which one of the following statements concerning a sole proprietorship is correct?
A)The life of the firm is limited to the life span of the owner.
B)The owner can generally raise large sums of capital quite easily.
C)The ownership of the firm is easy to transfer to another individual.
D)The company must pay separate taxes from those paid by the owner.
E)The legal costs to form a sole proprietorship are quite substantial.
A)The life of the firm is limited to the life span of the owner.
B)The owner can generally raise large sums of capital quite easily.
C)The ownership of the firm is easy to transfer to another individual.
D)The company must pay separate taxes from those paid by the owner.
E)The legal costs to form a sole proprietorship are quite substantial.
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15
Corporate Governance Regulation is intended to:
A)protect financial managers from investors.
B)not have any affect on foreign companies.
C)reduce corporate revenues.
D)protect investors from corporate abuses.
E)decrease audit costs for firms.
A)protect financial managers from investors.
B)not have any affect on foreign companies.
C)reduce corporate revenues.
D)protect investors from corporate abuses.
E)decrease audit costs for firms.
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16
In a limited partnership:
A)each limited partner's liability is limited to his net worth.
B)each limited partner's liability is limited to the amount he put into the partnership.
C)each limited partner's liability is limited to his annual salary.
D)there is no limitation on liability; only a limitation on what the partner can earn.
E)None of the above.
A)each limited partner's liability is limited to his net worth.
B)each limited partner's liability is limited to the amount he put into the partnership.
C)each limited partner's liability is limited to his annual salary.
D)there is no limitation on liability; only a limitation on what the partner can earn.
E)None of the above.
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17
Sole proprietorships are predominantly started because:
A)they are easily and cheaply setup.
B)the proprietorship life is limited to the business owner's life.
C)all business taxes are paid as individual tax.
D)All of the above.
E)None of the above.
A)they are easily and cheaply setup.
B)the proprietorship life is limited to the business owner's life.
C)all business taxes are paid as individual tax.
D)All of the above.
E)None of the above.
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18
Do you think agency problems arise in sole proprietorships and/or partnerships?
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