LEGL 2700 Roessing Final Exam – Questions With
Reviewed Solutions
Save
Terms in this set (578)
The individuals or business entities that belong to a
Members
limited liability company
a corporate form that requires directors to ensure that
Benefit Corporation the corporation meets explicit social goals in addition
to producing shareholder profits
A person designated and charged with day-to-day
Managers
operations of a limited liability company
The parties responsible for bringing a limited liability
company into existence. These parties correspond to
Organizer
the functions of incorporators with respect to
corporations
An investment in which the investor does not participate
Security
in management
Securities and exchange The federal administrative agency that regulates the
commission securities industry
The federal law that regulates the initial sale of
Securities act of 1933
securities to the public
The term in securities law for an individual or business
Issuer
organization offering a security for sale to the public
The party that, in securities law, guarantees the issuer
Underwriter
that the securities offered for sale will be sold
The person who has the control of, or is controlled by,
Controlling person
the issuer of securities in securities laws
In commercial law, a person who sells of contracts to
Seller
sell goods
Closely held An organization that is owned by only a few people
, A business organization that has hundreds, if not
Publicly held thousands, of owners who can exchange their
ownership interests on public exchanges
The cancellation of an agreement, thereby rescinding its
Dissolution
binding force.
The simplest form of business organization, created and
Sole proprietorship
controlled by one owner
A business organization involving two or more persons
Partnership agreeing to conduct a commercial venture while sharing
its profits and losses
Another name for a formally drafted partnership
Articles of partnership
agreement
A state law that requires partners to make a public filing
Assumed-name statute of their identities if their partnership operates under a
name that does not reveal the partners' identities
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
Buy and sell agreement 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
The legal principle that makes two or more people,
Jointly and severally liable usually partners, liable for an entire debt as individuals
or in any proportional combination
Corporation An artificial, but legal, person created by state law
A business organization created by the issuance of a
Domestic Corporation state charter that operates in the state that issued the
charter
A business organization, created by the issuance o a
Foreign Corporation state charter, that operates in states other than the one
issuing the charter
A corporation created under the authority of a foreign
Alien Corporation
country
The legal document issued by a state when creating a
Charter
new corporation
, Those individuals who are responsible for bringing a
Incorporators
corporation into being
The legal document that forms the application for a
Articles of incorporation
state charter of incorporation
Shareholders The owners of corporations
Those individuals who are elected by the shareholders
Directors to decide the goals and objectives for the corporate
organization
Those individuals appointed by directors of a
Officers corporation to conduct that daily operations of the
corporate organization
The legal document whereby a shareholder appoints an
Proxy agent to vote the stock at a corporation's shareholders'
meeting
A lawsuit filed by one or more shareholders of a
corporation against that organization's management.
Derivative suit
This suit is brought to benefit the corporation directly
and its shareholders indirectly
This term is used to describe the exposure of business
owners to pay the debts of their businesses when such
Limited personal liability
exposure does not exceed the owner's investment in
the business
The legal doctrine used by courts to disregard the
existence of a corporation, thereby holding the
Piercing the corporate veil
shareholders personally liable for the organization's
debts
One method used by courts to pierce the corporate veil
Alter-ego theory when a shareholder fails to treat the corporate
organization as a separate legal entity
A disadvantage of a corporate firm of organization in
that the corporation must pay a tax on the money
Double tax
earned and the shareholder pays a second tax on the
dividends distributed
Those owners of a limited partnership who forgo
Limited partners control of the organization's operation in return for their
liability being limited to the amount of their investment
, The owner of a limited partnership that enjoys the
control of the partnership's operation. This type of
General partners
partner is personally liable for the debts of the limited
partnership.
A business organization that is formed as a corporation
S corporations but, by a shareholders' election, is treated as a
partnership for taxation purposes
A type of business organization that has characteristics
Limited liability company
of both a partnership and a corporation
Limited liability partnership A hybrid business partnership
The document used to create a limited liability
Articles of orgnizations
company.
The parties responsible for bringing a limited liability
Organizers
company into existence
The legal document required to be filed with the
Registration statement Securities and Exchange Commission prior to securities
being offered for sale to the public
As it relates to an initial public offering of securities, this
Prefilling period is that period of time prior to the filing of a registration
statement with the SEC
As it relate to an initial public offering of securities, this
is the period of time that follows the filing of documents
Waiting period
with the SEC and that precedes when the securities can
be sold
An advertisement announcing the public offering of
Tombstone ads
securities
As it relates to an initial public offering of securities, this
Posteffective period
is the period during which the securities may be sold
The legal document required by the 1933 Securities Act
Prospectus to be made available to potential purchasers of
securities
A defense that experts may assert in a 1933 Securities
Due diligence defense Act case involving the failure to register securities or the
failure to provide accurate documents
Securities exchange act of The federal law that regulates sales of securities
1934
Reviewed Solutions
Save
Terms in this set (578)
The individuals or business entities that belong to a
Members
limited liability company
a corporate form that requires directors to ensure that
Benefit Corporation the corporation meets explicit social goals in addition
to producing shareholder profits
A person designated and charged with day-to-day
Managers
operations of a limited liability company
The parties responsible for bringing a limited liability
company into existence. These parties correspond to
Organizer
the functions of incorporators with respect to
corporations
An investment in which the investor does not participate
Security
in management
Securities and exchange The federal administrative agency that regulates the
commission securities industry
The federal law that regulates the initial sale of
Securities act of 1933
securities to the public
The term in securities law for an individual or business
Issuer
organization offering a security for sale to the public
The party that, in securities law, guarantees the issuer
Underwriter
that the securities offered for sale will be sold
The person who has the control of, or is controlled by,
Controlling person
the issuer of securities in securities laws
In commercial law, a person who sells of contracts to
Seller
sell goods
Closely held An organization that is owned by only a few people
, A business organization that has hundreds, if not
Publicly held thousands, of owners who can exchange their
ownership interests on public exchanges
The cancellation of an agreement, thereby rescinding its
Dissolution
binding force.
The simplest form of business organization, created and
Sole proprietorship
controlled by one owner
A business organization involving two or more persons
Partnership agreeing to conduct a commercial venture while sharing
its profits and losses
Another name for a formally drafted partnership
Articles of partnership
agreement
A state law that requires partners to make a public filing
Assumed-name statute of their identities if their partnership operates under a
name that does not reveal the partners' identities
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
Buy and sell agreement 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
The legal principle that makes two or more people,
Jointly and severally liable usually partners, liable for an entire debt as individuals
or in any proportional combination
Corporation An artificial, but legal, person created by state law
A business organization created by the issuance of a
Domestic Corporation state charter that operates in the state that issued the
charter
A business organization, created by the issuance o a
Foreign Corporation state charter, that operates in states other than the one
issuing the charter
A corporation created under the authority of a foreign
Alien Corporation
country
The legal document issued by a state when creating a
Charter
new corporation
, Those individuals who are responsible for bringing a
Incorporators
corporation into being
The legal document that forms the application for a
Articles of incorporation
state charter of incorporation
Shareholders The owners of corporations
Those individuals who are elected by the shareholders
Directors to decide the goals and objectives for the corporate
organization
Those individuals appointed by directors of a
Officers corporation to conduct that daily operations of the
corporate organization
The legal document whereby a shareholder appoints an
Proxy agent to vote the stock at a corporation's shareholders'
meeting
A lawsuit filed by one or more shareholders of a
corporation against that organization's management.
Derivative suit
This suit is brought to benefit the corporation directly
and its shareholders indirectly
This term is used to describe the exposure of business
owners to pay the debts of their businesses when such
Limited personal liability
exposure does not exceed the owner's investment in
the business
The legal doctrine used by courts to disregard the
existence of a corporation, thereby holding the
Piercing the corporate veil
shareholders personally liable for the organization's
debts
One method used by courts to pierce the corporate veil
Alter-ego theory when a shareholder fails to treat the corporate
organization as a separate legal entity
A disadvantage of a corporate firm of organization in
that the corporation must pay a tax on the money
Double tax
earned and the shareholder pays a second tax on the
dividends distributed
Those owners of a limited partnership who forgo
Limited partners control of the organization's operation in return for their
liability being limited to the amount of their investment
, The owner of a limited partnership that enjoys the
control of the partnership's operation. This type of
General partners
partner is personally liable for the debts of the limited
partnership.
A business organization that is formed as a corporation
S corporations but, by a shareholders' election, is treated as a
partnership for taxation purposes
A type of business organization that has characteristics
Limited liability company
of both a partnership and a corporation
Limited liability partnership A hybrid business partnership
The document used to create a limited liability
Articles of orgnizations
company.
The parties responsible for bringing a limited liability
Organizers
company into existence
The legal document required to be filed with the
Registration statement Securities and Exchange Commission prior to securities
being offered for sale to the public
As it relates to an initial public offering of securities, this
Prefilling period is that period of time prior to the filing of a registration
statement with the SEC
As it relate to an initial public offering of securities, this
is the period of time that follows the filing of documents
Waiting period
with the SEC and that precedes when the securities can
be sold
An advertisement announcing the public offering of
Tombstone ads
securities
As it relates to an initial public offering of securities, this
Posteffective period
is the period during which the securities may be sold
The legal document required by the 1933 Securities Act
Prospectus to be made available to potential purchasers of
securities
A defense that experts may assert in a 1933 Securities
Due diligence defense Act case involving the failure to register securities or the
failure to provide accurate documents
Securities exchange act of The federal law that regulates sales of securities
1934
