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