Corporate and Commercial Law (10)
A non profit corporation that is tax exempt must annually file with the IRS which IRS tax form
990
An S corporation is federally taxed as
A partnership
To go public, a corporation must offer shares through
An initial public offering
If a court pierces the corporate veil, then shareholders
Are personally liable for debts of the corporation
Which of the following are considered primary fiduciary duty? a. Duty of care and duty of loyalty b. Duty of care and duty of confidentiality c. Duty of disclosure and duty of confidentiality d. Duty of disclosure and duty of good faith
Duty of care and duty of loyalty
The shareholders of a corporation must
Elect the directors of the corporation
Once formed, all non profit corporations are tax exempt.
False
The business judgment rule is designed to protect directors and officers from making decisions for the corporation when they were ill informed. True or false
False
The sale of assets of a business always result in the change of owners of a business. True or false
False
And unincorporated entity with 2 or more persons is called
General partnership
Under the business judgment rule, a court will presume that in making a business decision, directors and officers of a corporation acted:
In an informed basis, in good faith, and in the honest belief that the actions taken were in the best interest of the corporation
The Hart-Scott-Rodino Act is:
Is a set of amendments to the Clayton antitrust act
Which of the following is not found in a general partnership? a. Limited partner b. General partner c. Federal employer identification number d. Written partnership agreement
Limited partner
Which of the following is the default tax rule under the check the Box regulations for a multi member limited liability company? a. Multiple member LLC is taxed as a partnership b. Multiple member LLC is text as an association c. Multiple member LLC is taxed as a corporation d. Multiple member LLC is taxed as an S corporation
Multiple member LLC is taxed as a partnership
Under the model business corporation act, the officers elected must include:
President, secretary, and treasurer
The 1st federal antitrust act enabled in the US is called the:
Sherman antitrust act
Which of the following is the default tax rule under the check the Box regulation for a single member limited liability company: a. Single member LLC is taxed as a partnership b. Single member LLC is taxed as an association c. Single member LLC is taxed as a corporation d. Single member LLC is taxed as an S corporation
Single member LLC is taxed as an association
Shareholder agreements do not allow a corporation to dispense with
The election of officers
Good will of a company is defined as:
The value of a company's brand name and the reputation of the company
The sarbanes-oxley act was enacted as a result of various major corporate and accounting scandals of larger corporations in the 1990s. True or false
True
A vertical merger occurs when:
Two businesses merge who produce compatible products or services for a specific finished product
A horizontal merger occurs when:
Two or more businesses that offer similar or compatible products or services in the same market combine under a single entity
Which of the following is not a type of merger? a. vertical b. horizontal c. consolidation d. dissolution
dissolution
The owners in an LLC are called
members
Which is not a reason that the court would use to pierce the corporate veil of business:
not following corporate formalities
