Business Law Text & Cases Commercial Law for Accountants 14th Edition by Roger LeRoy Miller - Test Bank

Business Law Text & Cases Commercial Law for Accountants 14th Edition by Roger LeRoy Miller - Test Bank   Instant Download - Complete Test Bank With Answers     Sample Questions Are Posted Below   True / False   1. A corporation possesses the same right of access to the courts as a citizen.   a. …

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Business Law Text & Cases Commercial Law for Accountants 14th Edition by Roger LeRoy Miller – Test Bank

 

Instant Download – Complete Test Bank With Answers

 

 

Sample Questions Are Posted Below

 

True / False

 

1. A corporation possesses the same right of access to the courts as a citizen.

  a. True
  b. False

 

ANSWER:   True

 

2. The corporation is a creature of statute.

  a. True
  b. False

 

ANSWER:   True

 

3. One of the key advantages of the corporate form is the unlimited liability of its owners.

  a. True
  b. False

 

ANSWER:   True

 

4. The state can dissolve a corporation for failing to pay taxes.

  a. True
  b. False

 

ANSWER:   True

 

5. A corporation is not liable for the misconduct of its agents, officers, or employees.

  a. True
  b. False

 

ANSWER:   False

 

6. A corporate director “owns” the corporation.

  a. True
  b. False

 

ANSWER:   False

 

7. ​The board of directors makes corporate policy decisions.

  a. True
  b. False

 

ANSWER:   True

 

8. ​An alien corporation is a corporation formed by a local corporation’s competitor.

  a. True
  b. False

 

ANSWER:   False

 

9. The U.S. Postal Service is a public corporation.

  a. True
  b. False

 

ANSWER:   True

 

10. A corporation cannot be formed for purposes other than making a profit.

  a. True
  b. False

 

ANSWER:   False

 

11. A foreign corporation normally does not need a certificate of authority to sell goods or services via the Internet.

  a. True
  b. False

 

ANSWER:   True

 

12. ​A publicly held corporation is any corporation whose shares are publicly traded in a securities market.

  a. True
  b. False

 

ANSWER:   True

 

13. A corporation whose shares are held by relatively few persons is a close corporation.

  a. True
  b. False

 

ANSWER:   True

 

14. In many states, close corporations have more flexibility in determining their rules of operation.

  a. True
  b. False

 

ANSWER:   True

 

15. An agreement between shareholders can restrict the transfer of a close corporation’s stock.

  a. True
  b. False

 

ANSWER:   True

 

16. If a corporation has S corporation status, it must pay income taxes at the corporate level.

  a. True
  b. False

 

ANSWER:   False

 

17. The articles of incorporation serve as a primary source of authority for a corporation’s business functions.

  a. True
  b. False

 

ANSWER:   True

 

18. Selecting the state in which to incorporate is an important step in the incorporation procedure.

  a. True
  b. False

 

ANSWER:   True

 

19. The purpose of a corporation may not be specified in its articles of incorporation.

  a. True
  b. False

 

ANSWER:   False

 

20. A corporation does not have perpetual existence in most states unless the articles of incorporation state otherwise.

  a. True
  b. False

 

ANSWER:   False

 

21. Bylaws are the internal rules of management for a corporation.

  a. True
  b. False

 

ANSWER:   True

 

22. Express powers of a corporation can be found in state corporation statutes.

  a. True
  b. False

 

ANSWER:   True

 

23. ​In the absence of express constitutional, statutory, or other provisions, the corporation has no implied powers.

  a. True
  b. False

 

ANSWER:   False

 

24. In corporate law, acts of a corporation that are beyond its express or implied powers are de facto acts.

  a. True
  b. False

 

ANSWER:   False

 

25. A de jure corporation is one that is formed for a single purpose.

  a. True
  b. False

 

ANSWER:   False

 

26. A business that holds itself out as being a corporation may not be able to deny corporate status, even if it makes no attempt to incorporate.

  a. True
  b. False

 

ANSWER:   True

 

27. To pierce the corporate veil means to reveal the identity of its true owner.

  a. True
  b. False

 

ANSWER:   False

 

28. In certain instances of fraud, a court may “pierce the corporate veil” to hold the shareholders individually liable.

  a. True
  b. False

 

ANSWER:   True

 

29. One factor that frequently causes the courts to pierce the corporate veil is that a corporation was set up never to make a profit.

  a. True
  b. False

 

ANSWER:   True

 

30. A court will pierce the corporate veil of a corporation when the corporate privilege is abused for personal benefit.

  a. True
  b. False

 

ANSWER:   True

 

31. The date when the principal of a bond is returned to the investor is the maturity date.

  a. True
  b. False

 

ANSWER:   True

 

32. Stocks represent the borrowing of funds by firms.

  a. True
  b. False

 

ANSWER:   False

 

33. The true ownership of a corporation is represented by common stock.

  a. True
  b. False

 

ANSWER:   True

 

34. Preferred stock is an equity security with preferences.

  a. True
  b. False

 

ANSWER:   True

 

35. Venture capital is capital provided to new business ventures by professional, outside investors.

  a. True
  b. False

 

ANSWER:   True

 

Multiple Choice

 

36. Ned and Olsen want to form and do business as a corporation—Pastries & Pies Inc. Its existence depends generally on

  a. ​city or county corporate codes.
  b. ​the Entrepreneur’s Corporate Handbook.
  c. ​the federal Administrative Procedure Act.
  d. ​state law.

 

ANSWER:   d

 

37. ​Dennis and Eve want to form and do business as a corporation—Farm-2-Fork Inc. A corporation is

  a. ​a natural being.
  b. ​a tangible thing.
  c. ​an artificial legal person.
  d. ​a non-entity.

 

ANSWER:   c

 

38. Rita and Susan want to form and do business as Trips & Travel, Inc. They will serve as the firm’s directors and officers, and will initially hold all of the stock in the company. A corporation is owned by

  a. ​the board of directors.
  b. ​the officers.
  c. ​the employees.
  d. ​the shareholders.

 

ANSWER:   d

 

39. Allen wants Wilderness Outfitters to join with him to form and do business as Canyon River Rafting Corporation. A corporation can be owned by

  a. ​natural persons only.
  b. ​other businesses only.
  c. ​other businesses or natural persons.
  d. ​none of the choices.

 

ANSWER:   c

 

40. Ida and Jay are the shareholders and the directors of Keystone Property Management Inc. Lily and Mike are Keystone officers. The responsibility for the overall management of this firm rests with

  a. ​Ida and Jay, as the directors.
  b. ​Lily and Mike, as the officers.
  c. ​Ida and Jay, as the shareholders.
  d. ​all of the parties.

 

ANSWER:   a

 

41. ​Sean is the incorporator of Twisty’s Pretzels Corporation. Ross is a shareholder, Phyllis is a director, and Velma is an officer. The day-to-day operations of Twisty’s are overseen by

  a. ​Velma.
  b. ​Ross.
  c. ​Sean.
  d. ​Phyllis.

 

ANSWER:   a

 

42. Finn and Glenda want to form and do business as Hobby Crafts Corporation. A corporation is

  a. a natural person.
  b. a tangible thing.
  c. an artificial person.
  d. a visible contemplation.

 

ANSWER:   c

 

43. ​Ruby Red Corporation is incorporated in South Carolina. In that state, Ruby Red is

  a. ​a domestic corporation.
  b. ​a foreign corporation.
  c. ​an alien corporation.
  d. ​a non-entity.

 

ANSWER:   a

 

44. Dollars & Sense, Inc., is incorporated in the state of New Jersey and is doing business in the state of New York. In New York, Dollars & Sense is properly referred to as

  a. ​a domestic corporation.
  b. ​a foreign corporation.
  c. ​an alien corporation.
  d. ​a public corporation.

 

ANSWER:   b

 

45. Wiley incorporates his business as Wiley’s Wire Inc. in Arizona. He and his group of shareholders intend to make a profit from their sales of fencing wire. Wiley’s is

  a. ​a nonprofit corporation.
  b. ​not a corporation.
  c. ​a benefit corporation.
  d. ​a private corporation.

 

ANSWER:   d

 

46. The incorporation of the town of Halfway, Oregon, is approved by the state. Halfway is

  a. a publicly traded corporation.
  b. a public corporation.
  c. a private corporation.
  d. not a corporation.

 

ANSWER:   b

 

47. The shares of Home Mortgage Corporation are publicly traded in securities markets. Home Mortgage Corporation is

  a. ​a close corporation.
  b. ​a privately held corporation.
  c. ​a public corporation.
  d. ​a publicly held corporation.

 

ANSWER:   d

 

48. A firm named Biometric Research makes an attempt to incorporate for a purpose other than making a profit. Biometric is

  a. ​a foreign corporation.
  b. ​an alien corporation.
  c. ​a nonprofit corporation.
  d. ​not a corporation.

 

ANSWER:   c

 

49. Bay City Merchants Corporation has six shareholders, four of whom are members of the same family. All of Bay City’s shareholders agree in writing to operate without shareholders’ meetings. Under the Revised Model Business Corporation Act, this most likely warrants

  a. ​no penalties or sanctions.
  b. ​the imposition of a fine on Bay City.
  c. ​the imprisonment of Bay City’s shareholders.
  d. ​the piercing of Bay City’s corporate veil.

 

ANSWER:   a

 

50. Integrated Devices, Inc., is a private, for-profit corporation that is owned by five shareholders who are members of the same family. Integrated is

  a. ​an S corporation.
  b. a close corporation.​
  c. ​a nonprofit corporation.
  d. ​none of the choices.

 

ANSWER:   b

 

51. Harry and Ilene want to market a new line of kayaks and related gear under the brand name Journeys as a corporation—Journeys Inc. To avoid income taxes at the corporate level, they should form

  a. ​an alien corporation.
  b. ​a close corporation.
  c. ​an S corporation.
  d. ​a private corporation.

 

ANSWER:   c

 

52. The abbreviation “P.A.” in the name “Conrad & Drake, Accountants, P.A.” means that this organization is

  a. ​a private association.
  b. ​a professional association.
  c. ​a public association.
  d. ​a publicly administered corporation.

 

ANSWER:   b

 

53. Pro Audio, Inc., would like to change its corporate status to that of an S corporation. To qualify, Pro Audio must

  a. ​be a domestic corporation.
  b. ​have more than one hundred shareholders.
  c. ​be a benefit corporation.
  d. ​all of the choices.

 

ANSWER:   a

 

54. Boutique Bodega Corporation would like to change its corporate status to that of an S corporation. To qualify, the shareholders must not be

  a. ​corporations.
  b. ​estates.
  c. ​individuals.
  d. ​partnerships.

 

ANSWER:   d

 

55. Flo and Glen form Health Food Inc. to coordinate the purchase, sale, and delivery of food products from organic farms to hospitals and other institutions. The stated purpose is to make a profit and to have a material positive impact on society and the environment. Health Food is

  a. ​a nonprofit corporation.
  b. ​not a corporation.
  c. ​a benefit corporation.
  d. ​a private corporation.

 

ANSWER:   c

 

56. Burgers & Brews, Inc., files its articles of incorporation with the appropriate government agency. Not likely to appear in the articles is the name of

  a. ​each incorporator.
  b. ​each shareholder.
  c. ​the corporation.
  d. ​a registered agent.

 

ANSWER:   b

 

57. Like the bylaws of other corporations, the bylaws of Rocks, Paper & Scissors, Inc.,

  a. ​establish the operating name of the corporation.
  b. ​establish the value and classes of corporate stock.
  c. ​were adopted at its first organizational meeting.
  d. ​were submitted for approval to the public official in charge.

 

ANSWER:   c

 

58. Ben incorporates his app business as Clickology, Inc. Under most state corporation statutes, Clickology can have

  a. ​only a finite, yet-to-be-determined existence.
  b. ​only a one-year, nonrenewable existence.
  c. ​only a one-year, renewable existence.
  d. ​perpetual existence.

 

ANSWER:   d

 

59. Jen and Kay would like to form Lunch Garden, Inc., to enter the food vending business. Most likely, the articles of incorporation for the firm will not include

  a. ​the corporate name.
  b. ​the name and address of a registered agent.
  c. ​the number of shares that the corporation is authorized to issue.
  d. ​the minutes of the first organizational meeting.

 

ANSWER:   d

 

60. Owen is a registered agent for Pods & Phones, Inc., which incorporated in California. As a registered agent, Owen​

  a. ​agreed to sell stock in the firm before it existed.
  b. ​applied to California on the firm’s behalf to obtain its corporate charter.
  c. ​represents the firm as a marketing agent.
  d. ​receives legal documents on behalf of the firm.

 

ANSWER:   d

 

61. Equestrian Stables Corporation’s articles list an incorrect address for its incorporator. Under this circumstance, Equestrian Stables is most likely

  a. ​a corporation by estoppel.
  b. a de facto corporation.​
  c. ​a de jure corporation.
  d. ultra vires.

 

ANSWER:   c

 

62. EZ Hauling holds itself out to customers as being a corporation but makes no attempt to incorporate. In this circumstance, EZ Hauling is most likely

  a. ​a corporation by estoppel.
  b. ​a de facto corporation.
  c. ​a de jure corporation.
  d. ​a benefit corporation.

 

ANSWER:   a

 

63. Wings2Go Corporation fails to hold an organizational meeting. In this circumstance, Wings2Go is most likely

  a. ​a corporation by estoppel.
  b. ​a de facto corporation.
  c. ​a de jure corporation.
  d. ultra vires.

 

ANSWER:   b

 

64. Hollywood Lights, Inc. substantially complies with all conditions precedent to incorporation. Hollywood is most likely

  a. ​a corporation by estoppel.
  b. ​a de facto corporation.
  c. ​a de jure corporation.
  d. ​a benefit corporation.

 

ANSWER:   c

 

65. Tech Talent, Inc., is a corporation. Techno Talent’s implied powers enable it to

  a. ​none of the choices.
  b. ​depart significantly from traditional corporate formalities.
  c. ​bind the corporation to an action that will greatly affect its purpose.
  d. ​borrow funds and lend funds.

 

ANSWER:   d

 

66. Rob owns Solar Panels Corporation. He uses Solarl’s funds to pay his personal expenses, creates Thermal Power Inc. to engage in the same business as Solar, transfers Solar’s assets to Thermal, and petitions Solar into bankruptcy. This most likely warrants

  a. ​a bonus to Rob for financial maneuvers.
  b. ​a discharge for Solar in bankruptcy.
  c. ​a pierce of the corporate veil.
  d. ​a review of Thermal’s articles of incorporation.

 

ANSWER:   c

 

67. Interstate Paving, Inc., issues bonds. Bonds​

  a. ​are issued by businesses only.
  b. ​are referred to as fixed-income securities.
  c. ​feature voting rights.
  d. ​require periodic interest payments from their owners.

 

ANSWER:   b

 

68. Vince buys 500 shares of common stock in Water Services, Inc. As a shareholder of record, Vince owns a proportionate interest with regard to Water’s

  a. ​net assets.
  b. ​control.
  c. ​earnings.
  d. ​all of the choices.

 

ANSWER:   d

 

69. Blair and Chanel are holders of common stock in Discount Retail Stores, Inc. Like other holders of common stock, they have a residual position in the overall financial structure of Discount Retail, because they

  a. ​are guaranteed to receive more than the amount of their investment.
  b. ​are the last to receive returns for their investment.
  c. ​have priority to the firm’s assets if it becomes insolvent.
  d. ​reside in the state of the firm’s incorporation.

 

ANSWER:   b

 

70. Sierra is a holder of preferred stock in Rio Grande Irrigation, Inc. Sierra has priority over holders of Rio common stock as to

  a. ​nothing.
  b. ​payments of dividends.
  c. ​the date on which Rio must repurchase the shares.
  d. ​upward changes in the market price of the shares.

 

ANSWER:   b

 

Essay

 

71. Agents and employees of Deco Arts Corporation and Echo Imitations Inc. are convicted of conspiring to violate a federal law that is punishable by a term of imprisonment and a fine. Can the corporations be held liable for these crimes? If so, how can they be punished?

ANSWER:   Yes, the corporations can be held liable for the crimes of their agents and employees. As for punishment, the corporations cannot be imprisoned, but they can be fined. Under certain circumstances, corporate directors and officers may also be imprisoned for the criminal acts of agents and employees under their direct supervision. And any culpable party can be fined as much as hundreds of millions of dollars.

 

72. PrimarySource.com Corporation is a new online, textbook, and school supply business. How can PrimarySource.com obtain capital to finance its operations?

ANSWER:   Generally, to obtain capital, a corporation issues securities, principally stocks and bonds. A security usually represents either an ownership interest in a firm (stock) or a debt owed by the firm (bond). Some debt is also in the form of accounts payable and notes payable, which can, like bonds, be marketed to obtain capital. The two major types of stock are common stock and preferred stock.
Other possibilities include venture capital financing and private equity capital. Venture capital is provided by professional, outside investors, who often also offer managerial and technical expertise. In return for their capital and advice, these investors expect to be given some control over the financed firm’s decisions. Private equity capital can come from a pool of investors who combine their funds. These investors often expect to buy an entire corporation, however, and reorganize it, selling off parts of the firm to pay debts.
PrimarySource.com, or any business firm, can also obtain capital by borrowing against or selling some of its assets.

 

 

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