Review Test 3
Review Test 3 Blaw 3312 -001
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BLAW 3310 - 001
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This 2 page Study Guide was uploaded by loveena Cherukunnathu on Thursday November 19, 2015. The Study Guide belongs to Blaw 3312 -001 at University of Texas at Arlington taught by John D Dowdy in Summer 2015. Since its upload, it has received 197 views. For similar materials see Law II in Business at University of Texas at Arlington.
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Date Created: 11/19/15
Review 3 What circumstances can lead to quotpiercing the corporate veil that is leading to individual shareholder liability for corporate debts in whole or in part Stated another way under what circumstances will a shareholder most likely be liable for debts of the corporation 0 The shareholder agrees to be liable purchasing waters stock receiving dividend What is the function of a promoter and what are the consequences of a promoter s pre incorporation contracts also known as promoter s contracts What do a partnership a Chapter S corporation and a limited liability company all have in common What do a corporation either ccorp or scorp and an LLC have in common with each other but not in common with a partnership What advantages will an LLC have over an scorp o Pascal for tax purposes 0 LLC is separate entity and partnership isn t o LLC is not subject to the limitation of scorp like closely held and closely owned 100people only individuals and certain types of trust has to be citizens What are the differences among merger consolidation and sale of assets What do mergers and consolidation have in common with each other and how do they differ from the sale of assets o Merger 2 companies become 1 o Consolidation A plan of consolidation will involve neither of the corporations to survive a new corporation will be born to absorb corp A and corp B procedure same as merger 0 Sale of asset can be a dissolving company or changing what they are doing in a company Who decides on the declaration and payment of dividends Do shareholders have an inherent right to dividends Under what circumstances can shareholders compel the declaration and payment of dividends o Shareholders don t have inheritant right of dividends board of directors have to choice What are the differences between directors and officers of a corporation and what do they have in common 0 They are all fudiaries Director is not an agent of the corporation officer is an agent In a limited partnership what are the functions of general partners and limited partners and what personal liability exposure will each have to partnership creditors Under what circumstances can a limited partner be individually liable for partnership debts 0 General Partners manage the partnership in which case they are subject to unlimited liability closure of the debts of the limited partners This is the characteristics of ordinary partnership 0 Limited partner just invest All they risk is their contributions to capital No liability exporter to the company If they do managerial duties then they will be liable In an ordinary partnership what individual liability exposure will each partner have for partnership debts What are the distribution priorities upon termination of the partnership business What is meant by dissolution quotwinding up and termination of partnership 0 Dissolution might be just technical selling their assets can continue business in another way 10 11 o Winding up they are done with business but have to complete projects they are committed to 0 Termination distribute assets and close down business What individual liability exposure will a withdrawing partner have for partnership debts incurred before and after heshe withdrew What individual liability exposure will a new partner have for partnership debts incurred before and after hisher entry into the partnership How will the application of principalagent law factor into these questions and well as in partnership law generally 0 He is responsible for old and new debt because there was no proper notification o It becomes a new partnership if there is any change in the partners even if it s under the same agreement it s considered a new partnership Which of the following statements in true a A corporation cannot be a partner A corporation cannot be a limited partner b c A corporation cannot be a managing general partner of a limited partnership d A corporation can be a partner in a partnership a limited partner in a limited partnership a managing general partner of a limited partnership and a member of a limited liability company What is the importance of a corporation s minute book A formality of corporate and there are certain things that need to be in it It needs to have annual meetings and by law meetings New financing things need to be recorded in this because that needs to go to board meeting 12 13 In a closely owned and closely held corp majority owners of stock can be held liable for oppressive conduct a True b False To what kind of business organization does each of the following apply and what is the function of each a Shareholder equity owners b Manager like directors just in LLC corps though c Director part of the board of directors They are created and they elect officers and make decisions for company d Member of LLC are like shareholders to a corporation
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