Deck 33 Flashcards Preview

Regulation > Deck 33 > Flashcards

Flashcards in Deck 33 Deck (21):
1

Cash tender offer

Offer to purchase a corporation's stock directly from its shareholders at a specified price for a specified period of time

2

What is a requirement for a corporation to elect S corp. status?

Less than 100 shareholders, one class of stock

3

Cumulative voting

Each share is entitled to one vote for each director position that is being filled and the shareholders may cast the votes in any way. Helps minority shareholders gain representation on the board

4

Pre-emptive rights

right to purchase new issuances of additional stock in order to maintain current proportional ownership

5

Who has the right to corporate changes such as dissolution and amendments to the articles of incorporation?

Stockholders

6

A director of a corporation is considered a:

Fiduciary

7

Owners of an LLC are addressed as:

Members

8

Owners of a corporation are addressed as:

shareholders

9

What document must be filed to form an LLC?

Articles of Organization

10

On dissolution of a general partnership the "order of distribution" would be as follow:

1) general partner loans; 2) partners capital accounts; and 3) general partners profits

11

For a general partnership, when is a majority vote required?

Matters within the ordinary course of business

12

For a general partnership, when is unanimous consent required?

Matters outside the ordinary course of business (except for dissolution, can be done by one partner)

13

Rights in partnership property (PPE and inventory)

Not assignable and cannot attach

14

Rights in partnership interest (Owners equity)

Interest is assignable and may attach

15

Dissociation of a partnership

Change in partners (partners withdraws, dies, goes bankrupt)

16

Dissolution of a partnership

Partnership is terminated and the business is wound up

17

Allocation of profits and losses for an LP, LLC, and corp:

According to capital contributions (unlike GP)

18

Allocation or profits and losses for an LLP and GP:

Allocated equally or according to profits

19

Stock dividends

Retained earnings decreases, paid in capital increases, but total equity does not change

20

What rights do shareholders have?

Elect directors and vote on fundamental changes

21

Fundamental changes include ("DAMS")

Dissolution, Amendment of articles of incorporation, Merger, and Sales of assets outside ordinary course of business