Business Structure (Selection of a Business Entity- Right

What is the most likely effect if a court pierces the corporate veil?

Under the Uniform Partnership Act, which of the following statements is (are) correct regarding the effect of the assignment of an interest in a general partnership? I. The assignee is personally responsible for the assigning partner's share of past and future partnership debts. II. The assignee is entitled to the assigning partner's interest in partnership profits and surplus on dissolution of the partnership.

To which of the following rights is a stockholder of a public corporation entitled?

When a partner in a general partnership lacks actual or apparent authority to contract on behalf of the partnership, and the party contracted with is aware of this fact, the partnership will be bound by the contract if the other partners:

The business judgment rule is a rule that immunizes corporate:

Lark, a partner in DSJ, a general partnership, wishes to withdraw from the partnership and sell Lark's interest to Ward. All of the other partners in DSJ have agreed to admit Ward as a partner and to hold Lark harmless for the past, present, and future liabilities of DSJ. As a result of Lark's withdrawal and Ward's admission to the partnership, Ward:

Bixler obtained an option on a building he believed was suitable for use by a corporation he and two other individuals were organizing. After the corporation was successfully promoted, Bixler met with the board of directors, who agreed to acquire the property for $200,000. Bixler deeded the building to the corpor¬ation and the corporation began business in it. Bixler’s option contract called for the payment of only $155,000 for the building and he purchased it for that price. When the directors later learned that Bixler paid only $155,000, they demanded the return of Bixler’s $45,000 profit. Bixler refused, claiming the building was worth far more than $200,000 both when he secured the option and when he deeded it to the corporation. Which of the following statements correctly applies to Bixler’s conduct?

Which of the following statements is correct concerning liability when a partner in a general partnership commits a tort while engaged in partnership business?

Kroll, Inc., a partner in JKL Partnership, assigns its interest in the partnership to Trell, who is not made a partner. After the assignment, Trell asserts the rights to: I. receive Kroll's share of JKL's profits and II. inspect JKL's books and records. Trell is correct as to which of the rights?

Which of the following statements is (are) usually correct regarding general partners' liability? I. All general partners are jointly and severally liable for partnership torts. II. All general partners are liable only for those partnership obligations they actually authorized.

In a general partnership, which of the following acts must be approved by all the partners?

The apparent authority of a partner to bind the partnership in dealing with third parties:

What is the doctrine under which a corporation is made liable for the torts of its employees, committed within the scope of their employment?

For what purpose will a stockholder of a publicly held corporation be permitted to file a stockholders' derivative suit in the name of the corporation?

Which of the following rights is a holder of a public corporation's cumulative preferred stock always entitled to?

Under the Revised Uniform Limited Partnership Act (RULPA), which of the following statements is correct regarding limited partnerships?

Food Corp. owned a restaurant called The Ambers. The corporation president, T.J. Jones, hired a contractor to make repairs at the restaurant, signing the contract, “T.J. Jones for The Ambers.” Two invoices for restaurant repairs were paid by Food Corp. with corporate checks. Upon presenting the final invoice, the contractor was told that it would not be paid. The contractor sued Food Corp. Which of the following statements is correct regarding the liability of Food Corp.?

The owners of a limited liability company are known as which of the following?

A partner's interest in specific partnership property is:

Which of the following statements best states the purpose of cumulative voting?

Cobb, Inc., a partner in TLC Partnership, assigns its partnership interest to Bean, who is not made a part¬ner. After the assignment, Bean asserts the rights to: I. participate in the management of TLC. II. Cobb’s share of TLC’s partnership profits. Bean is correct as to which of these rights?

The president of a company has signed a $10 million contract with a construction company to build a new corporate office. Which of the following corporate documents sets forth the scope of authority under which this transaction is governed?

Which of the following actions is required to ensure the validity of a contract between a corporation and a director of the corporation?

Smith was an officer of CCC Corp. As an officer, the business judgment rule applied to Smith in which of the following ways?

Which of the following corporate actions is subject to shareholder approval?

Which of the following statements is correct regarding the apparent authority of a partner to bind the partnership in dealings with third parties? The apparent authority:

Under the Revised Uniform Partnership Act (RUPA), which of the following have the right to inspect current partnership books and records?

Which of the following acts is most likely to cause a court to pierce the corporate veil?

Which of the following partners of a limited liability partnership (LLP) may avoid personal liability when a partner commits a negligent act?

Which of the following parties is liable to repay an illegal distribution to a corporation?

Hughes and Brody start a business as a closely held corporation. Hughes owns 51 of the 100 shares of stock issued by the firm and Brody owns 49 shares. One year later, the corporation decides to sell another 200 shares. Which of the following types of rights would give Hughes and Brody a preference over other purchasers to buy shares to maintain control of the firm?

The corporate veil is most likely to be pierced and the shareholders held personally liable if:

Which of the following circumstances may permit the piercing of the corporate veil of a closely held corporation and thus may cause its shareholders to be held personally liable? I. The corporation is thinly capitalized. II. The corporation borrows money from a shareholder without giving the shareholder a security interest in corporate assets.

Frey Corp. has 1,000 shares of issued and outstanding common stock. Frey’s articles of incorporation permit a stockholder who owns 5% or more of the outstanding stock or who has owned the stock for longer than six months to inspect Frey’s books and records. Ace, who has owned 25 shares of Frey stock for four months, wants to inspect the books and records. Under the Revised Model Business Cor¬poration Act, which of the following statements is correct regarding Ace’s right to inspect the books and records?

Which of the following corporate shareholder rights is enforceable by means of a derivative suit?

The principle that protects corporate directors from personal liability for acts performed in good faith on behalf of the corporation is known as the:

Eller, Fort, and Owens do business as Venture Associates, a general partnership. Trent Corp. brought a breach of contract suit against Venture and Eller individually. Trent won the suit and filed a judgment against both Venture and Eller. Trent will generally be able to collect the judgment from:

Under the Revised Model Business Corporation Act, which of the following actions by a corporation would entitle a stockholder to dissent from the action and obtain payment of the fair value of his or her shares? I. An amendment to the articles of incorporation that materially and adversely affects rights in respect of a dissenter's shares because it alters or abolishes a preferential right of the shares II. Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the stockholder is entitled to vote on the plan