Mod 25 Wrong Answers Flashcards Preview

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Flashcards in Mod 25 Wrong Answers Deck (18)
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0
Q

Normally, both the Articles of Incorporation and a Certificate of
Limited Partnership must be…

A

Filed with the Secretary of State

1
Q

Corporations and limited partnerships may only be created…

A

Pursuant of state statutes

2
Q

Limited partners do not…

A

Do not owe fiduciary duties to the partnership

3
Q

The basic concept of a promoter is one who…

A

Forms a corporation with the goal of the corporation eventually
coming into existence

4
Q

Promoters are not…

A

Agents

5
Q

Promoters are not agents, since there is…

A

No principal yet, thus have no authority to bind future corporations
To contracts

6
Q

A corporation may resell treasury stock without regard to…

A

Par value

7
Q

An owner who purchased treasury shares for less than par value will…

A

Not have any liability beyond actual investment

8
Q

An owner of common stock who paid less than par value for stock purchased in connection with an original issue of shares is…

A

Contingently liable in many states to creditors for difference
between amount paid and par value

9
Q

A person who signs a contract and says to be an agent when they are not is…

A

Liable

10
Q

Under the Revised Model Business Corporation Act, a corporation is authorized to indemnify its officers for…5

A
1 expenses
2 attorney fees
3 judgements
4 fines
5 and amounts paid in settlement to stockholders
11
Q

Under the Revised Model Business Corporation Act, a corporation is authorized to indemnify its officers for expenses, attorney fees, judgements, fines and amounts paid in settlement incurred in a suit by stockholder’s when liability is a result of…

A

Officers good faith, nonnegligent actions on behalf of best interest
Of the corporation

12
Q

The Articles of Incorporation may be amended by…

But not by who?

A

The shareholders vote, but not by the board of directors

13
Q

When a company pays cash and buys 90% or more of the target’s shares, it…2

A

1 Has control of the target stock

2 and can accomplish short form merger of the target into the
parent

14
Q

When rights of individual shareholders may be adversely affected, the shareholder is given the right to dissent and…

2) this is true even when…

A

Receive FV payment for their shares

2) shareholder has voting rights and have been outvoted

15
Q

When a shareholder has preference rights being abolished or an
Acquisition of their stock has occurred…

A

The shareholder has right to dissent because this affects their
Stock’s fair value

16
Q

Shareholders have the right to inspect…

A

the corporate records if done in good faith for proper purpose

17
Q

An new issuance of stock cannot…

A

Be forced by shareholders

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