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Regarding Société Anonymes (SA) companies in France,


A) SA companies offer shares to the public and must have at least seven shareholders.
B) SA companies do not have to offer shares to the public and may keep all income statements private.
C) French law requires that all SA companies register with the French authorities.
D) French law requires that a portion of all profits be repatriated to the government.
E) SA companies share personal liability for all member's misdeeds.

F) A) and B)
G) B) and D)

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Discuss the rights of corporations, if any, to due process. Also discuss whether corporations have protection with regard to the Fourth Amendment, and in what manner.

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Courts have ruled that corporations are ...

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A statement of purpose grants a corporation power to engage in certain business activities.

A) True
B) False

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[Horse Tracks] Min-ji, Marcus, and Penelope decided to form a corporation called Horse Tracks to raise horses. They all began the incorporation process by arranging for necessary capital and financing. They raised capital from their friends by making deals whereby their friends would purchase stock in the new corporation. After the corporation was formed, a problem arose with a contract for feed that Min-ji, Marcus, and Penelope had entered into while organizing the corporation. Callie, the seller of the feed, claimed that she had not been fully paid and threatened to sue the corporation. The contract Min-ji, Marcus, and Penelope had with Callie did not reference liability after the new corporation came into legal existence. Min-ji, Marcus, and Penelope asked for a novation, but were uncertain as to whether that would occur. -The contracts Min-ji, Marcus, and Penelope made with their friends to buy stock are known by what term?


A) Promotion agreements
B) Capital agreements
C) Subscription agreements
D) Novation agreements
E) Acceptor agreements

F) A) and B)
G) C) and E)

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Corporations are considered to be legal persons.

A) True
B) False

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Corporations have many express powers. Which of the following would not be an express power of a corporation?


A) Perpetual existence.
B) Power to sue and be sued in the corporations' name.
C) Power to buy and sell property.
D) Power to eliminate double taxation.
E) Powers to make contracts and borrow money.

F) A) and B)
G) C) and D)

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A court may hold that a defective corporation is a[n] ________ in order to prevent it from claiming it is not a corporate entity in order to escape liability to a third party.


A) De jure corporation
B) De facto corporation
C) Corporation by estoppel
D) Corporation by reservation
E) Inactive corporation

F) B) and D)
G) B) and E)

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Regarding promoters, which of the following is false?


A) Promoters prepare the corporation's incorporation papers.
B) Promoters raise capital for the infant corporation.
C) Promoters can purchase buildings for the corporation.
D) Promoters are agents for the company being formed.
E) A promoter may insert a clause into a contract with a supplier stating that the corporation's adoption of the contract terminates the liability of the promoter.

F) A) and E)
G) A) and B)

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D

Under United States laws, corporations are legal entities and do not exit separately from their shareholders.

A) True
B) False

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[Horse Tracks] Min-ji, Marcus, and Penelope decided to form a corporation called Horse Tracks to raise horses. They all began the incorporation process by arranging for necessary capital and financing. They raised capital from their friends by making deals whereby their friends would purchase stock in the new corporation. After the corporation was formed, a problem arose with a contract for feed that Min-ji, Marcus, and Penelope had entered into while organizing the corporation. Callie, the seller of the feed, claimed that she had not been fully paid and threatened to sue the corporation. The contract Min-ji, Marcus, and Penelope had with Callie did not reference liability after the new corporation came into legal existence. Min-ji, Marcus, and Penelope asked for a novation, but were uncertain as to whether that would occur. -The friends who agreed to buy stock are known by what term?


A) Promoters
B) Subscribers
C) Novators
D) Subscriptioners
E) Acceptors

F) C) and D)
G) A) and E)

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A promoter can enter into contracts as needed for the corporation.

A) True
B) False

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True

Shareholders adopt a set of corporate bylaws which do what for the corporation?


A) Govern how directors should invest dividends
B) Govern the corporations internal management
C) Determine when a corporation should dissolve due to lack of profit
D) Determine how stock options should be paid
E) Determine who can be part of the corporate structure

F) C) and D)
G) B) and E)

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________ occurs when both a corporation pays taxes on dividends and shareholders pay taxes on dividends receive.


A) Shared liability
B) Double taxation
C) Corporate penalty taxation
D) Dual taxation
E) IRS taxation rule of corporate existance

F) C) and E)
G) C) and D)

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Which of the following is false regarding the question presented in the Case Opener regarding Facebook's status as a corporation?


A) Its corporate status allows it to sue and be sued.
B) Its corporate status allows it to enjoy existence for up to 100 years.
C) Its corporate status allows it to acquire property.
D) Its corporate status allows it to make contracts.
E) Its corporate status allows it to make charitable donations.

F) A) and B)
G) B) and C)

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In the corporate formation process, which of the following provides basic information about the corporation?


A) The articles of subscription
B) The agreement to promote
C) The agreement to subscribe
D) The agreement to incorporate
E) The articles of incorporation

F) B) and D)
G) A) and D)

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E

If over 50% of the shareholders die, a corporation must be dissolved.

A) True
B) False

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Which of the following is true regarding corporate structure in Germany?


A) Germany has three tiers of corporate power with the board at the lowest tier, management on the second tier, and the supervisory board on the top tier.
B) Germany has three tiers of corporate power with the board at the lowest tier, the supervisory board on the second tier, and management on the top tier.
C) Germany has three tiers of corporate power with management at the lowest tier, the board on the second tier, and the supervisory board on the top tier.
D) Germany has three tiers of corporate power with management at the lowest tier, the supervisory board on the second tier, and the board on the top tier.
E) Germany has three tiers of corporate power with the supervisory board at the lowest tier, management on the second tier, and the board on the top tier.

F) None of the above
G) B) and D)

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What is the difference between a promoter and a subscriber?

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Two groups of important players are resp...

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A bond in which specific property supports the corporations' obligation to repay the face value of the bond is called a(n) ________ bond?


A) Unsecured
B) Secured
C) Equity
D) Convertible
E) Income

F) None of the above
G) A) and E)

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A bond in which no assets support the corporations' obligation to repay the face value of the bond is called a(n) ________ bond?


A) Unsecured
B) Secured
C) Equity
D) Convertible
E) Income

F) B) and D)
G) A) and D)

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