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Question 1
In its Certificate of Incorporation, a company must state the purpose of the business and the types of business it will conduct. Any act outside of this purpose, which the company undertakes is known as an ultra vires act, and is illegal. Thus, when a court charges a company's directors with committing an ultra vires act, it means that the directors have acted:
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Correct Ultra vires acts were once a major issue in the law, as companies used to be required to state very specific business purposes. The result of such an act, where management operated beyond the powers it was given through the company's business purpose, constituted grounds for a suit by shareholders. Today, however, with the broadening of most state statutes to allow a company to state 'any lawful purpose' as the purpose of the business, Ultra vires acts are no longer a large concern in the law.
Incorrect! Ultra vires acts were once a major issue in the law, as companies used to be required to state very specific business purposes. The result of such an act, where management operated beyond the powers it was given through the company's business purpose, constituted grounds for a suit by shareholders. Today, however, with the broadening of most state statutes to allow a company to state 'any lawful purpose' as the purpose of the business, Ultra vires acts are no longer a large concern in the law.
Question 2
Acme, Inc. is incorporated in California and is doing business in Nevada. In Nevada, it is properly referred to as
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Correct Foreign corporation does not refer to the fact that a company is located in the United States or abroad. Because corporate law is state based, any company formed under the laws of a state different than the state where it is doing business, is properly referred to as a foreign corporation in the state where the business is conducted.
Incorrect! Foreign corporation does not refer to the fact that a company is located in the United States or abroad. Because corporate law is state based, any company formed under the laws of a state different than the state where it is doing business, is properly referred to as a foreign corporation in the state where the business is conducted.
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Question 3
Preferred stockholders:
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Correct Preferred shareholders have only the rights that are specifically declared to them in the security that they are issued by the corporation. While a preferred shareholder's rights might include a dividend feature, such a feature is not a default in a preferred stock. (For example, the stock might just be 'preferred' because it has a special priority in dissolution of the firm.) Additionally, rights as to voting are not typical with preferred shareholder stocks unless the company states such a right in the stock itself. However, a company may give a preferred stock special voting rights in certain situations (such as giving one share of preferred stock ten votes for every one the common has, though the courts disfavor this approach.)
Incorrect! Preferred shareholders have only the rights that are specifically declared to them in the security that they are issued by the corporation. While a preferred shareholder's rights might include a dividend feature, such a feature is not a default in a preferred stock. (For example, the stock might just be 'preferred' because it has a special priority in dissolution of the firm.) Additionally, rights as to voting are not typical with preferred shareholder stocks unless the company states such a right in the stock itself. However, a company may give a preferred stock special voting rights in certain situations (such as giving one share of preferred stock ten votes for every one the common has, though the courts disfavor this approach.)
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Question 4
Hazel purchases stock that pays a periodic dividend of 9% of the face value of the shares. Hazel's stock, in all likelihood, is
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Correct A common feature attached to preferred stock is some sort of dividend preference. This question, however, does raise an issue that the courts have been grappling with for some time. Namely, how exactly does one identify the difference between a bond and a preferred stock with a dividend preference' Often, the distinction is hard to draw.
Incorrect! A common feature attached to preferred stock is some sort of dividend preference. This question, however, does raise an issue that the courts have been grappling with for some time. Namely, how exactly does one identify the difference between a bond and a preferred stock with a dividend preference' Often, the distinction is hard to draw.
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Question 5
Andy and Flora are directors of Jackson. Dick and Jane are Jackson officers. Rachel and Henry, as well as being both directors and officers, are Jackson shareholders. Jackson stock dividends are declared by:
Correct This question comes in a complicated package, but the answer is straightforward. The directors of a firm are the only individuals allowed to declare a corporate dividend. Shareholders, whether a majority or otherwise, have no legal basis for forcing the company to declare a dividend.
Incorrect! This question comes in a complicated package, but the answer is straightforward. The directors of a firm are the only individuals allowed to declare a corporate dividend. Shareholders, whether a majority or otherwise, have no legal basis for forcing the company to declare a dividend.
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Question 6
C Corp's bylaws require that in order for the shareholders to override a bylaw created by the board of directors, a supermajority (here 75%) of the shares entitled to vote on the issue be present at the vote to form a quorum, and a supermajority (here 80%) of those shares present and entitled to vote must vote in favor of the resolution for it to pass. C Corp also has an item in its unamended Articles of Incorporation that says only a simple majority is required, as to both quorum and vote, to override the director bylaw. If, at its annual meeting, 75,000 shares of C Corp's total issued and outstanding 100,000 shares are at the meeting, is there a quorum present?
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Correct Remember, the Articles of Incorporation trump the bylaws as to issues such as voting. The Articles of a Corporation constitute a contract with the state while the bylaws are simply rules governing conduct as apply between the company and the shareholders
Incorrect! Remember, the Articles of Incorporation trump the bylaws as to issues such as voting. The Articles of a Corporation constitute a contract with the state while the bylaws are simply rules governing conduct as apply between the company and the shareholders
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Question 7
C Corp's bylaws require that in order for the shareholders to override a bylaw created by the board of directors, a supermajority (here 75%) of the shares entitled to vote on the issue be present at the vote to form a quorum, and a supermajority (here 80%) of those shares present and entitled to vote must vote in favor of the resolution for it to pass. C Corp also has an item in its unamended Articles of Incorporation that says only a simple majority is required, as to both quorum and vote, to override the director bylaw. If, at its annual meeting, 75,000 shares of C Corp's total issued and outstanding 100,000 shares are at the meeting, how many shares were necessary to create the quorum?
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Correct This question is tricky for a variety of reasons, as it covers a great deal of the material we have learned in this section. Follow the steps to reach the conclusion you should have come up with, and the answer you may have come up with.If you answered '50,001 shares are required as to both the quorum and the vote' then you are right on the money. Remember, the trick here is that the Articles of Incorporation will always override the bylaws. Thus, since C Corp's Articles require only a simple majority ' i.e. 50% - to have a quorum and to pass the resolution, then it trumps the bylaw. Moreover, you need to remember that we will need one more vote than half in order to have that majority.
Incorrect! This question is tricky for a variety of reasons, as it covers a great deal of the material we have learned in this section. Follow the steps to reach the conclusion you should have come up with, and the answer you may have come up with.If you answered '50,001 shares are required as to both the quorum and the vote' then you are right on the money. Remember, the trick here is that the Articles of Incorporation will always override the bylaws. Thus, since C Corp's Articles require only a simple majority ' i.e. 50% - to have a quorum and to pass the resolution, then it trumps the bylaw. Moreover, you need to remember that we will need one more vote than half in order to have that majority.
Question 8
C Corp's bylaws require that in order for the shareholders to override a bylaw created by the board of directors, a supermajority (here 75%) of the shares entitled to vote on the issue be present at the vote to form a quorum, and a supermajority (here 80%) of those shares present and entitled to vote must vote in favor of the resolution for it to pass. C Corp also has an item in its unamended Articles of Incorporation that says only a simple majority is required, as to both quorum and vote, to override the director bylaw. Assume for purposes of this question that there was no item in the articles of incorporation regarding voting in the firm. If all 75,000 shares at the meeting are entitled to vote on the resolution, how many votes are required for it to pass?
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Correct If you answered '60,000 shares to pass the resolution', then you are well on your way. If this was your answer, you have correctly calculated the rule as per the bylaw. Since we have the requisite number of shares for the quorum, the next step is to see what we need to pass the vote. The bylaw says that we need 80% of those SHARES PRESENT to pass the vote. Since we have 75,000 shares present, we will need 80% of those shares (note: not 80% of the 100,000 shares, as it is the votes PRESENT that matter) to pass the resolution. Thus, our answer of 60,000 votes represents 80% of the 75,000 votes present (.8 x 75,000 = 60,000 votes).
Incorrect! If you answered '60,000 shares to pass the resolution', then you are well on your way. If this was your answer, you have correctly calculated the rule as per the bylaw. Since we have the requisite number of shares for the quorum, the next step is to see what we need to pass the vote. The bylaw says that we need 80% of those SHARES PRESENT to pass the vote. Since we have 75,000 shares present, we will need 80% of those shares (note: not 80% of the 100,000 shares, as it is the votes PRESENT that matter) to pass the resolution. Thus, our answer of 60,000 votes represents 80% of the 75,000 votes present (.8 x 75,000 = 60,000 votes).
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Question 9
Which of the following is critical to insuring that a business is properly taxed under both state and federal taxation systems?
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Correct The Internal Revenue Service assigns what is known as an Employer Identification Number (EIN) to all companies that file for one. Typically, any company that intends to hire employees is required to have an EIN to insure that they are taxed properly and properly withhold tax from their employees' paychecks.
Incorrect! The Internal Revenue Service assigns what is known as an Employer Identification Number (EIN) to all companies that file for one. Typically, any company that intends to hire employees is required to have an EIN to insure that they are taxed properly and properly withhold tax from their employees' paychecks.
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Question 10
XYX Corporation has recently completed its state filing for incorporation and has been granted a charter by the state. The filing made by XYX failed to mention a duration for the company. By default, how long is the company implied to last?
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Correct The default existence of a corporation is limitless. Thus, if a company fails to state a specific duration for the firm in its articles of incorporation, it has implicitly stated that it will continue to exist forever or until it dissolves.
Incorrect! The default existence of a corporation is limitless. Thus, if a company fails to state a specific duration for the firm in its articles of incorporation, it has implicitly stated that it will continue to exist forever or until it dissolves.
Question 11
NewCo. is a registered foreign business in State H. Due to a malfunction with one of its products, a NewCo customer was injured and has decided to sue the corporation. To whom should the customer send its notice of claim against the firm?
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Correct As a registered foreign corporation in State H, NewCo has implicitly granted the right to the Secretary of State (or, in some instances, the Secretary of Commerce or similar office) for the state in which it is doing business. While answers A and B may be appropriate in some states and depending on the circumstances, for a registered foreign corporation, the office administering the registration is generally a safe bet.
Incorrect! As a registered foreign corporation in State H, NewCo has implicitly granted the right to the Secretary of State (or, in some instances, the Secretary of Commerce or similar office) for the state in which it is doing business. While answers A and B may be appropriate in some states and depending on the circumstances, for a registered foreign corporation, the office administering the registration is generally a safe bet.
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Question 12
Inc. Co. has been doing business in State Y for the last five years. It now has reason to register with the state because it wants to sue a State Y resident. What will be required before Inc can sue?
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Correct The law in all states is such that for a foreign business to be recognized in that state's courts, the business must be properly registered in the state. In the usual case, a state will, in addition to the normal filing requirements and fees, apply some form of fine or tax surcharge to a company that has been operating in that state without registration for any time previous.
Incorrect! The law in all states is such that for a foreign business to be recognized in that state's courts, the business must be properly registered in the state. In the usual case, a state will, in addition to the normal filing requirements and fees, apply some form of fine or tax surcharge to a company that has been operating in that state without registration for any time previous.