1
LEGL 2700 ROESSING FINAL EXAM CURRENTLY
TESTING VERSIONS OF THE EXAM WITH
QUESTIONS AND CORRECT DETAILED
ANSWERS/EXPERT VERIFIED FOR GUARANTEED
PASS!/LATEST UPDATE
Members - (answers)The individuals or business entities that belong to a limited liability company
Benefit Corporation - (answers)a corporate form that requires directors to ensure that the
corporation meets explicit social goals in addition to producing shareholder profits
Managers - (answers)A person designated and charged with day-to-day operations of a limited
liability company
Organizer - (answers)The parties responsible for bringing a limited liability company into existence.
These parties correspond to the functions of incorporators with respect to corporations
Security - (answers)An investment in which the investor does not participate in management
Securities and exchange commission - (answers)The federal administrative agency that regulates the
securities industry
Securities act of 1933 - (answers)The federal law that regulates the initial sale of securities to the
public
Issuer - (answers)The term in securities law for an individual or business organization offering a
security for sale to the public
Underwriter - (answers)The party that, in securities law, guarantees the issuer that the securities
offered for sale will be sold
Controlling person - (answers)The person who has the control of, or is controlled by, the issuer of
securities in securities laws
, 2
Seller - (answers)In commercial law, a person who sells of contracts to sell goods
Closely held - (answers)An organization that is owned by only a few people
Publicly held - (answers)A business organization that has hundreds, if not thousands, of owners who
can exchange their ownership interests on public exchanges
Dissolution - (answers)The cancellation of an agreement, thereby rescinding its binding force.
Sole proprietorship - (answers)The simplest form of business organization, created and controlled by
one owner
Partnership - (answers)A business organization involving two or more persons agreeing to conduct a
commercial venture while sharing its profits and losses
Articles of partnership - (answers)Another name for a formally drafted partnership agreement
Assumed-name statute - (answers)A state law that requires partners to make a public filing of their
identities if their partnership operates under a name that does not reveal the partners' identities
Buy and sell agreement - (answers)A contract, usually among partners, but perhaps among
shareholders, wherein one party agrees to but the ownership interest held by another party or the
first party agrees to sell such an interest to the other party. These contractual provisions help provide
for a transition of owners without harming the business of the organization
Jointly and severally liable - (answers)The legal principle that makes two or more people, usually
partners, liable for an entire debt as individuals or in any proportional combination
Corporation - (answers)An artificial, but legal, person created by state law
Domestic Corporation - (answers)A business organization created by the issuance of a state charter
that operates in the state that issued the charter
, 3
Foreign Corporation - (answers)A business organization, created by the issuance o a state charter,
that operates in states other than the one issuing the charter
Alien Corporation - (answers)A corporation created under the authority of a foreign country
Charter - (answers)The legal document issued by a state when creating a new corporation
Incorporators - (answers)Those individuals who are responsible for bringing a corporation into being
Articles of incorporation - (answers)The legal document that forms the application for a state charter
of incorporation
Shareholders - (answers)The owners of corporations
Directors - (answers)Those individuals who are elected by the shareholders to decide the goals and
objectives for the corporate organization
Officers - (answers)Those individuals appointed by directors of a corporation to conduct that daily
operations of the corporate organization
Proxy - (answers)The legal document whereby a shareholder appoints an agent to vote the stock at a
corporation's shareholders' meeting
Derivative suit - (answers)A lawsuit filed by one or more shareholders of a corporation against that
organization's management. This suit is brought to benefit the corporation directly and its
shareholders indirectly
Limited personal liability - (answers)This term is used to describe the exposure of business owners to
pay the debts of their businesses when such exposure does not exceed the owner's investment in
the business
Piercing the corporate veil - (answers)The legal doctrine used by courts to disregard the existence of
a corporation, thereby holding the shareholders personally liable for the organization's debts
, 4
Alter-ego theory - (answers)One method used by courts to pierce the corporate veil when a
shareholder fails to treat the corporate organization as a separate legal entity
Double tax - (answers)A disadvantage of a corporate firm of organization in that the corporation
must pay a tax on the money earned and the shareholder pays a second tax on the dividends
distributed
Limited partners - (answers)Those owners of a limited partnership who forgo control of the
organization's operation in return for their liability being limited to the amount of their investment
General partners - (answers)The owner of a limited partnership that enjoys the control of the
partnership's operation. This type of partner is personally liable for the debts of the limited
partnership.
S corporations - (answers)A business organization that is formed as a corporation but, by a
shareholders' election, is treated as a partnership for taxation purposes
Limited liability company - (answers)A type of business organization that has characteristics of both
a partnership and a corporation
Limited liability partnership - (answers)A hybrid business partnership
Articles of orgnizations - (answers)The document used to create a limited liability company.
Organizers - (answers)The parties responsible for bringing a limited liability company into existence
Registration statement - (answers)The legal document required to be filed with the Securities and
Exchange Commission prior to securities being offered for sale to the public
Prefilling period - (answers)As it relates to an initial public offering of securities, this is that period of
time prior to the filing of a registration statement with the SEC
Waiting period - (answers)As it relate to an initial public offering of securities, this is the period of
time that follows the filing of documents with the SEC and that precedes when the securities can be
sold
LEGL 2700 ROESSING FINAL EXAM CURRENTLY
TESTING VERSIONS OF THE EXAM WITH
QUESTIONS AND CORRECT DETAILED
ANSWERS/EXPERT VERIFIED FOR GUARANTEED
PASS!/LATEST UPDATE
Members - (answers)The individuals or business entities that belong to a limited liability company
Benefit Corporation - (answers)a corporate form that requires directors to ensure that the
corporation meets explicit social goals in addition to producing shareholder profits
Managers - (answers)A person designated and charged with day-to-day operations of a limited
liability company
Organizer - (answers)The parties responsible for bringing a limited liability company into existence.
These parties correspond to the functions of incorporators with respect to corporations
Security - (answers)An investment in which the investor does not participate in management
Securities and exchange commission - (answers)The federal administrative agency that regulates the
securities industry
Securities act of 1933 - (answers)The federal law that regulates the initial sale of securities to the
public
Issuer - (answers)The term in securities law for an individual or business organization offering a
security for sale to the public
Underwriter - (answers)The party that, in securities law, guarantees the issuer that the securities
offered for sale will be sold
Controlling person - (answers)The person who has the control of, or is controlled by, the issuer of
securities in securities laws
, 2
Seller - (answers)In commercial law, a person who sells of contracts to sell goods
Closely held - (answers)An organization that is owned by only a few people
Publicly held - (answers)A business organization that has hundreds, if not thousands, of owners who
can exchange their ownership interests on public exchanges
Dissolution - (answers)The cancellation of an agreement, thereby rescinding its binding force.
Sole proprietorship - (answers)The simplest form of business organization, created and controlled by
one owner
Partnership - (answers)A business organization involving two or more persons agreeing to conduct a
commercial venture while sharing its profits and losses
Articles of partnership - (answers)Another name for a formally drafted partnership agreement
Assumed-name statute - (answers)A state law that requires partners to make a public filing of their
identities if their partnership operates under a name that does not reveal the partners' identities
Buy and sell agreement - (answers)A contract, usually among partners, but perhaps among
shareholders, wherein one party agrees to but the ownership interest held by another party or the
first party agrees to sell such an interest to the other party. These contractual provisions help provide
for a transition of owners without harming the business of the organization
Jointly and severally liable - (answers)The legal principle that makes two or more people, usually
partners, liable for an entire debt as individuals or in any proportional combination
Corporation - (answers)An artificial, but legal, person created by state law
Domestic Corporation - (answers)A business organization created by the issuance of a state charter
that operates in the state that issued the charter
, 3
Foreign Corporation - (answers)A business organization, created by the issuance o a state charter,
that operates in states other than the one issuing the charter
Alien Corporation - (answers)A corporation created under the authority of a foreign country
Charter - (answers)The legal document issued by a state when creating a new corporation
Incorporators - (answers)Those individuals who are responsible for bringing a corporation into being
Articles of incorporation - (answers)The legal document that forms the application for a state charter
of incorporation
Shareholders - (answers)The owners of corporations
Directors - (answers)Those individuals who are elected by the shareholders to decide the goals and
objectives for the corporate organization
Officers - (answers)Those individuals appointed by directors of a corporation to conduct that daily
operations of the corporate organization
Proxy - (answers)The legal document whereby a shareholder appoints an agent to vote the stock at a
corporation's shareholders' meeting
Derivative suit - (answers)A lawsuit filed by one or more shareholders of a corporation against that
organization's management. This suit is brought to benefit the corporation directly and its
shareholders indirectly
Limited personal liability - (answers)This term is used to describe the exposure of business owners to
pay the debts of their businesses when such exposure does not exceed the owner's investment in
the business
Piercing the corporate veil - (answers)The legal doctrine used by courts to disregard the existence of
a corporation, thereby holding the shareholders personally liable for the organization's debts
, 4
Alter-ego theory - (answers)One method used by courts to pierce the corporate veil when a
shareholder fails to treat the corporate organization as a separate legal entity
Double tax - (answers)A disadvantage of a corporate firm of organization in that the corporation
must pay a tax on the money earned and the shareholder pays a second tax on the dividends
distributed
Limited partners - (answers)Those owners of a limited partnership who forgo control of the
organization's operation in return for their liability being limited to the amount of their investment
General partners - (answers)The owner of a limited partnership that enjoys the control of the
partnership's operation. This type of partner is personally liable for the debts of the limited
partnership.
S corporations - (answers)A business organization that is formed as a corporation but, by a
shareholders' election, is treated as a partnership for taxation purposes
Limited liability company - (answers)A type of business organization that has characteristics of both
a partnership and a corporation
Limited liability partnership - (answers)A hybrid business partnership
Articles of orgnizations - (answers)The document used to create a limited liability company.
Organizers - (answers)The parties responsible for bringing a limited liability company into existence
Registration statement - (answers)The legal document required to be filed with the Securities and
Exchange Commission prior to securities being offered for sale to the public
Prefilling period - (answers)As it relates to an initial public offering of securities, this is that period of
time prior to the filing of a registration statement with the SEC
Waiting period - (answers)As it relate to an initial public offering of securities, this is the period of
time that follows the filing of documents with the SEC and that precedes when the securities can be
sold
