Corporations Flashcards
- An organization that is neither a de jure nor a de facto corporation has attempted to exercise corporate powers. It may be treated as a corporation if
I. The other party demonstrates fair and equitable conduct.
II. Injustice can be avoided only by treating the business as a corporation.
III. A good-faith but unsuccessful effort to comply with the incorporation statute has been made.
a. I only.
b. I and II only.
c. II and III only.
d. I, II, and III
b. I and II only.
neither a de jure nor a de facto corporation
사실상 회사
제3자 보호를 위한 회사
금반언에 의한 회사
c.는 관계없음
- Boyle, as a promoter of Delaney Corp., signed a 9-month contract with Austin, a CPA. Prior to the incorporation, Austin rendered accounting services pursuant to the contract. After rendering accounting services for an additional period of 6 months pursuant to the contract, Austin was discharged without cause by the board of directors of Delaney. Absent agreements to the contrary, who will be liable to Austin for breach of contract?
a. Both Boyle and Delaney.
b. Boyle only.
c. Delaney only.
d. Neither Boyle nor Delaney.
a. Both Boyle and Delaney.
promoter=Delaney Corp
회사를 만드는 사람
Austin was discharged without cause by the board of directors of Delaney
Promoter
건물 임대, 사무기기 용품,
CPA와 계약 등등
Delaney Corp생김 Promoter 할 일 없음 주로 BOD에서 이전의 계약에 대해서 adopt or not
Austin 만약 돈 못받으면 Promoter에게 요구 회사에서 더 쓰다가 해고 Boyle가능 첫 계약자 추인을 했기 때문에 Delaney Corp둘 다 책임
- Following the formation of a corporation, which of the following terms best describes the process by which the promoter is released from, and the corporation is made liable for, pre- incorporation contractual obligations?
a. Assignment.
b. Novation.
c. Delegation.
d. Accord and satisfaction.
b. Novation
채무자의 교체 합의
자기 채무 없어짐
- (b) The parties to a contract may discharge each other from performance without breaching the contract. A novation substitutes a new party (the corporation) for an original party (a promoter of that corporation). For the novation to be effective, the corporation must agree to assume the promoter’s obligations, and the third party must agree to release the promoter.
c. Delegation.
양도, 원채권자의 허가 필요 없음
A연예인
- Which of the following documents would most likely contain specific rules for the management of a business corporation?
a. Articles of incorporation.
b. Bylaws.
c. Certificate of authority.
d. Shareholders’ agreement.
- (b) Bylaws govern the internal structure and operation of a corporation. Initial bylaws are adopted by the incorporators or the board.
They may contain any provision for managing the business and regulating the affairs of the corporate entity not in conflict with the law or the articles of incorporation.
- Generally, a corporation’s articles of incorporation must include all of the following except the
a. Name of the corporation’s registered agent.
b. Name of each incorporator.
c. Number of authorized shares.
d. Quorum requirements.
d. Quorum requirements
(의결정족수)
5. (d) Under the RMBCA, only the following must be included in the articles of incorporation: (1) the corporation’s name; (2) number of authorized shares; (3) address of initial registered office; (4) name of first registered agent (for service of process) at that address; and (5) the name and address of each incorporator.
Other information, such as quorum requirements and additional provisions for managing the corporation and regulating its internal affairs, may but need not be included. Matters relating to governing the corporation are usually covered in the bylaws.
- What is the doctrine under which a corporation is made liable for the torts of its employees, committed within the scope of their employment?
a. Respondeat superior.
b. Ultra vires.
c. Estoppel.
d. Ratification.
a. Respondeat superior.
업무범위 내 책임
- (a) Respondeat superior, or “let the master answer,” is the doctrine that is the basis for a principal’s liability for an agent’s torts (civil wrongs not arising from a breach of contract, e.g., negligence). For this doctrine to apply, the wrongs must be committed within the scope of the agency.
- Which of the following acts is most likely to cause a court to pierce the corporate veil?
a. Failure to designate a registered agent in the articles of incorporation (Charter).
b. Retention of excess capital.
c. Failure to conduct a significant portion of business in the chartering state.
d. Using corporate assets for the owner’s personal purposes.
d. Using corporate assets for the owner’s personal purposes.
법인격 부인
when (1) it is undercapitalized, (2) the assets of the corporation and the shareholders are commingled, (3) corporate formalities are ignored, or (4) the corporation is established for a sham purpose.
- The owner of cumulative preferred stock has the right to
a. Convert preferred stock into common stock.
b. A residual share in dividends after a fixed dividend has been paid to both common and preferred shareholders.
c. The carryover of fixed dividends to subsequent periods from years in which they were not paid.
d. Receive the par value of their shares but not unpaid dividends before common shareholders receive anything in liquidation.
c. The carryover of fixed dividends to subsequent periods from years in which they were not paid.
- Limited liability of shareholders is one of the advantages of incorporation. Generally, a shareholder is personally liable
a. For torts of the corporation although (s)he did not participate in them.
b. For crimes of the corporation although (s)he did not participate in them.
c. Only for his or her investment in the corporation.
d. For the corporation’s debts.
c. Only for his or her investment in the corporation.
- All of the following are legal rights of shareholders in U.S. publicly traded companies except the right to
a. Vote on major mergers and acquisitions.
b. Receive dividends if declared.
c. Vote on charter and bylaw changes.
d. Vote on major management changes.
d. Vote on major management changes.
BOD
The board of directors then hires managers to supervise operations. Shareholders do not vote on major management changes because the powers of the board include selection and removal of officers and the setting of management compensation.
- A shareholder’s fundamental right to inspect books and records of a corporation will be properly denied if the purpose of the inspection is to
a. Commence a shareholder’s derivative suit.
b. Obtain shareholder names for a retail mailing list.
c. Solicit shareholders to vote for a change in the board of directors.
d. Investigate possible management misconduct.
b. Obtain shareholder names for a retail mailing list.
스팸메일
derivative suit.
주주의 대표소송
(주주가 대신해서 소송해주는 것)
c. Solicit shareholders to vote for a change in the board of directors.
이사회 변경
d. Investigate possible management misconduct.
경영상 문제 조사
- Hughes and Brody start a business as a close corporation. Hughes owns 51 of the 100 shares of stock issued by the firm and Brody owns 49. 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?
a. Shareholder derivative rights.
b. Preemptive rights.
c. Cumulative voting rights.
d. Inspection rights.
b. Preemptive rights.
신주인수권
- Which of the following corporate actions is subject to shareholder approval?
a. Election of officers.
b. Removal of officers.
c. Declaration of cash dividends.
d. Removal of directors.
d. Removal of directors.
a,b,c, BOD
- Seymore was recently invited to become a director of Buckley Industries, Inc. If Seymore accepts and becomes a director, Seymore, along with the other directors, will not be personally liable for
a. Lack of reasonable care.
b. Honest errors of judgment.
c. Declaration of a dividend that the directors know will impair legal capital.
d. Diversion of corporate opportunities to themselves.
b. Honest errors of judgment
BJR
- Generally, a merger of two corporations requires
a. That a special meeting notice and a copy of the merger plan be given to all shareholders of both corporations.
b. Unanimous approval of the merger plan by the shareholders of both corporations.
c. Unanimous approval of the merger plan by the boards of both corporations.
d. That all liabilities owed by the absorbed corporation be paid before the merger.
a. That a special meeting notice and a copy of the merger plan be given to all shareholders of both corporations.
Unanimous b,c 틀렸음
