LEGL 2700 ROESSING TEST 3
COMPREHENSIVE SCRIPT 2026 QUESTIONS
AND SOLUTIONS
◉ Benefit Corporation. Answer: a corporate form that requires
directors to ensure that the corporation meets explicit social goals in
addition to producing shareholder profits
◉ Managers. Answer: A person designated and charged with day-to-
day operations of a limited liability company
◉ Organizer. Answer: The parties responsible for bringing a limited
liability company into existence. These parties correspond to the
functions of incorporators with respect to corporations
◉ Security. Answer: An investment in which the investor does not
participate in management
◉ Securities and exchange commission. Answer: The federal
administrative agency that regulates the securities industry
◉ Securities act of 1933. Answer: The federal law that regulates the
initial sale of securities to the public
,◉ Issuer. Answer: The term in securities law for an individual or
business organization offering a security for sale to the public
◉ Underwriter. Answer: The party that, in securities law, guarantees
the issuer that the securities offered for sale will be sold
◉ Controlling person. Answer: The person who has the control of, or
is controlled by, the issuer of securities in securities laws
◉ Seller. Answer: In commercial law, a person who sells of contracts
to sell goods
◉ Closely held. Answer: An organization that is owned by only a few
people
◉ Publicly held. Answer: A business organization that has hundreds,
if not thousands, of owners who can exchange their ownership
interests on public exchanges
◉ Dissolution. Answer: The cancellation of an agreement, thereby
rescinding its binding force.
,◉ Sole proprietorship. Answer: The simplest form of business
organization, created and controlled by one owner
◉ Partnership. Answer: A business organization involving two or
more persons agreeing to conduct a commercial venture while
sharing its profits and losses
◉ Articles of partnership. Answer: Another name for a formally
drafted partnership agreement
◉ Assumed-name statute. Answer: 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. Answer: 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. Answer: The legal principle that makes
two or more people, usually partners, liable for an entire debt as
individuals or in any proportional combination
, ◉ Corporation. Answer: An artificial, but legal, person created by
state law
◉ Domestic Corporation. Answer: A business organization created
by the issuance of a state charter that operates in the state that
issued the charter
◉ Foreign Corporation. Answer: A business organization, created by
the issuance o a state charter, that operates in states other than the
one issuing the charter
◉ Alien Corporation. Answer: A corporation created under the
authority of a foreign country
◉ Charter. Answer: The legal document issued by a state when
creating a new corporation
◉ Incorporators. Answer: Those individuals who are responsible for
bringing a corporation into being
◉ Articles of incorporation. Answer: The legal document that forms
the application for a state charter of incorporation
COMPREHENSIVE SCRIPT 2026 QUESTIONS
AND SOLUTIONS
◉ Benefit Corporation. Answer: a corporate form that requires
directors to ensure that the corporation meets explicit social goals in
addition to producing shareholder profits
◉ Managers. Answer: A person designated and charged with day-to-
day operations of a limited liability company
◉ Organizer. Answer: The parties responsible for bringing a limited
liability company into existence. These parties correspond to the
functions of incorporators with respect to corporations
◉ Security. Answer: An investment in which the investor does not
participate in management
◉ Securities and exchange commission. Answer: The federal
administrative agency that regulates the securities industry
◉ Securities act of 1933. Answer: The federal law that regulates the
initial sale of securities to the public
,◉ Issuer. Answer: The term in securities law for an individual or
business organization offering a security for sale to the public
◉ Underwriter. Answer: The party that, in securities law, guarantees
the issuer that the securities offered for sale will be sold
◉ Controlling person. Answer: The person who has the control of, or
is controlled by, the issuer of securities in securities laws
◉ Seller. Answer: In commercial law, a person who sells of contracts
to sell goods
◉ Closely held. Answer: An organization that is owned by only a few
people
◉ Publicly held. Answer: A business organization that has hundreds,
if not thousands, of owners who can exchange their ownership
interests on public exchanges
◉ Dissolution. Answer: The cancellation of an agreement, thereby
rescinding its binding force.
,◉ Sole proprietorship. Answer: The simplest form of business
organization, created and controlled by one owner
◉ Partnership. Answer: A business organization involving two or
more persons agreeing to conduct a commercial venture while
sharing its profits and losses
◉ Articles of partnership. Answer: Another name for a formally
drafted partnership agreement
◉ Assumed-name statute. Answer: 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. Answer: 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. Answer: The legal principle that makes
two or more people, usually partners, liable for an entire debt as
individuals or in any proportional combination
, ◉ Corporation. Answer: An artificial, but legal, person created by
state law
◉ Domestic Corporation. Answer: A business organization created
by the issuance of a state charter that operates in the state that
issued the charter
◉ Foreign Corporation. Answer: A business organization, created by
the issuance o a state charter, that operates in states other than the
one issuing the charter
◉ Alien Corporation. Answer: A corporation created under the
authority of a foreign country
◉ Charter. Answer: The legal document issued by a state when
creating a new corporation
◉ Incorporators. Answer: Those individuals who are responsible for
bringing a corporation into being
◉ Articles of incorporation. Answer: The legal document that forms
the application for a state charter of incorporation
