Exam 57: Understanding Corporate Law: A Guide to Ultra Vires Acts, Subscribers, Debt Securities, and More

Match the following: a.Transaction used to eliminate minority shareholders and take a publicly held corporation private.b.Authorization to vote another's shares at a shareholder meeting.c.Device designed to concentrate corporate control in one or more persons;transfer of corporate shares' voting rights to another person.d.Right to receive fair value of one's shares.e.Entitles shareholders to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote.f.Minimum number necessary to be present at a meeting in order to transact business.g.Brought by a shareholder on behalf of the corporation to enforce a right belonging to the corporation.h.Brought by a shareholder against the corporation based upon his ownership of shares.i.Must exercise ordinary care and prudence.j.Procedure permitting a corporation to change its state of incorporation.k.Must act within respective authority.l.The combination of assets of two or more corporations into one of the corporations.m.Precludes imposing liability on directors and officers for honest mistakes if they act with due care,in good faith,and in a manner reasonably believed to be in the best interests of the corporation.n.A writing evidencing that owners of shares will vote in a specified manner.o.A general invitation to all of the shareholders of a target company to tender their shares for sale at a specified price. -shareholder voting agreement

Match the following: a.Unsecured bonds,having only the obligation of the corporation behind them.b.Corporation created under the laws of a given state.c.Corporation created under the laws of any other state or jurisdiction.d.Persons who take the preliminary steps to incorporate.e.Persons who agree to purchase the initial stock in a corporation.f.Rules governing a corporation's internal management.g.Corporation formed in substantial compliance with the incorporation statute and having all corporate attributes.h.Corporation not formed in compliance with the statute but recognized for most purposes as a corporation.i.Persons who sign the articles of incorporation.j.The associates are denied the benefits of incorporation.k.Any actions taken or contracts made by a corporation that go beyond its express and implied powers.l.Source of capital creating no ownership interest and involving the corporation's promise to repay funds loaned to it.m.Debt securities.n.Entity created to administer a unit of local civil government or created by the federal government to conduct business.o.Debt securities that condition the payment of interest to some extent on corporate earnings.p.Bonds subject to redemption.q.Stock not having any special contract rights.r.Stock having superior contractual rights with regard to dividends and/or assets upon liquidation.s.May be exchanged for other securities.t.Claims against a corporation's general assets and also a lien on specific property.u.A proportionate ownership interest in a corporation.v.Shares reacquired by a corporation.w.Opportunity to purchase a pro rata share of new stock offerings.x.Source of capital creating an ownership interest in the corporation.y.Basic organizational documents of corporations;also known as articles of incorporation. -domestic corporation

Match the following: a.Transaction used to eliminate minority shareholders and take a publicly held corporation private.b.Authorization to vote another's shares at a shareholder meeting.c.Device designed to concentrate corporate control in one or more persons;transfer of corporate shares' voting rights to another person.d.Right to receive fair value of one's shares.e.Entitles shareholders to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote.f.Minimum number necessary to be present at a meeting in order to transact business.g.Brought by a shareholder on behalf of the corporation to enforce a right belonging to the corporation.h.Brought by a shareholder against the corporation based upon his ownership of shares.i.Must exercise ordinary care and prudence.j.Procedure permitting a corporation to change its state of incorporation.k.Must act within respective authority.l.The combination of assets of two or more corporations into one of the corporations.m.Precludes imposing liability on directors and officers for honest mistakes if they act with due care,in good faith,and in a manner reasonably believed to be in the best interests of the corporation.n.A writing evidencing that owners of shares will vote in a specified manner.o.A general invitation to all of the shareholders of a target company to tender their shares for sale at a specified price. -proxy

Match the following: a.Unsecured bonds,having only the obligation of the corporation behind them.b.Corporation created under the laws of a given state.c.Corporation created under the laws of any other state or jurisdiction.d.Persons who take the preliminary steps to incorporate.e.Persons who agree to purchase the initial stock in a corporation.f.Rules governing a corporation's internal management.g.Corporation formed in substantial compliance with the incorporation statute and having all corporate attributes.h.Corporation not formed in compliance with the statute but recognized for most purposes as a corporation.i.Persons who sign the articles of incorporation.j.The associates are denied the benefits of incorporation.k.Any actions taken or contracts made by a corporation that go beyond its express and implied powers.l.Source of capital creating no ownership interest and involving the corporation's promise to repay funds loaned to it.m.Debt securities.n.Entity created to administer a unit of local civil government or created by the federal government to conduct business.o.Debt securities that condition the payment of interest to some extent on corporate earnings.p.Bonds subject to redemption.q.Stock not having any special contract rights.r.Stock having superior contractual rights with regard to dividends and/or assets upon liquidation.s.May be exchanged for other securities.t.Claims against a corporation's general assets and also a lien on specific property.u.A proportionate ownership interest in a corporation.v.Shares reacquired by a corporation.w.Opportunity to purchase a pro rata share of new stock offerings.x.Source of capital creating an ownership interest in the corporation.y.Basic organizational documents of corporations;also known as articles of incorporation. -defective corporation

Match the following: a.Transaction used to eliminate minority shareholders and take a publicly held corporation private.b.Authorization to vote another's shares at a shareholder meeting.c.Device designed to concentrate corporate control in one or more persons;transfer of corporate shares' voting rights to another person.d.Right to receive fair value of one's shares.e.Entitles shareholders to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote.f.Minimum number necessary to be present at a meeting in order to transact business.g.Brought by a shareholder on behalf of the corporation to enforce a right belonging to the corporation.h.Brought by a shareholder against the corporation based upon his ownership of shares.i.Must exercise ordinary care and prudence.j.Procedure permitting a corporation to change its state of incorporation.k.Must act within respective authority.l.The combination of assets of two or more corporations into one of the corporations.m.Precludes imposing liability on directors and officers for honest mistakes if they act with due care,in good faith,and in a manner reasonably believed to be in the best interests of the corporation.n.A writing evidencing that owners of shares will vote in a specified manner.o.A general invitation to all of the shareholders of a target company to tender their shares for sale at a specified price. -domestication

Match the following: a.Unsecured bonds,having only the obligation of the corporation behind them.b.Corporation created under the laws of a given state.c.Corporation created under the laws of any other state or jurisdiction.d.Persons who take the preliminary steps to incorporate.e.Persons who agree to purchase the initial stock in a corporation.f.Rules governing a corporation's internal management.g.Corporation formed in substantial compliance with the incorporation statute and having all corporate attributes.h.Corporation not formed in compliance with the statute but recognized for most purposes as a corporation.i.Persons who sign the articles of incorporation.j.The associates are denied the benefits of incorporation.k.Any actions taken or contracts made by a corporation that go beyond its express and implied powers.l.Source of capital creating no ownership interest and involving the corporation's promise to repay funds loaned to it.m.Debt securities.n.Entity created to administer a unit of local civil government or created by the federal government to conduct business.o.Debt securities that condition the payment of interest to some extent on corporate earnings.p.Bonds subject to redemption.q.Stock not having any special contract rights.r.Stock having superior contractual rights with regard to dividends and/or assets upon liquidation.s.May be exchanged for other securities.t.Claims against a corporation's general assets and also a lien on specific property.u.A proportionate ownership interest in a corporation.v.Shares reacquired by a corporation.w.Opportunity to purchase a pro rata share of new stock offerings.x.Source of capital creating an ownership interest in the corporation.y.Basic organizational documents of corporations;also known as articles of incorporation. -debt securities

Match the following: a.Unsecured bonds,having only the obligation of the corporation behind them.b.Corporation created under the laws of a given state.c.Corporation created under the laws of any other state or jurisdiction.d.Persons who take the preliminary steps to incorporate.e.Persons who agree to purchase the initial stock in a corporation.f.Rules governing a corporation's internal management.g.Corporation formed in substantial compliance with the incorporation statute and having all corporate attributes.h.Corporation not formed in compliance with the statute but recognized for most purposes as a corporation.i.Persons who sign the articles of incorporation.j.The associates are denied the benefits of incorporation.k.Any actions taken or contracts made by a corporation that go beyond its express and implied powers.l.Source of capital creating no ownership interest and involving the corporation's promise to repay funds loaned to it.m.Debt securities.n.Entity created to administer a unit of local civil government or created by the federal government to conduct business.o.Debt securities that condition the payment of interest to some extent on corporate earnings.p.Bonds subject to redemption.q.Stock not having any special contract rights.r.Stock having superior contractual rights with regard to dividends and/or assets upon liquidation.s.May be exchanged for other securities.t.Claims against a corporation's general assets and also a lien on specific property.u.A proportionate ownership interest in a corporation.v.Shares reacquired by a corporation.w.Opportunity to purchase a pro rata share of new stock offerings.x.Source of capital creating an ownership interest in the corporation.y.Basic organizational documents of corporations;also known as articles of incorporation. -preferred stock

Match the following: a.Unsecured bonds,having only the obligation of the corporation behind them.b.Corporation created under the laws of a given state.c.Corporation created under the laws of any other state or jurisdiction.d.Persons who take the preliminary steps to incorporate.e.Persons who agree to purchase the initial stock in a corporation.f.Rules governing a corporation's internal management.g.Corporation formed in substantial compliance with the incorporation statute and having all corporate attributes.h.Corporation not formed in compliance with the statute but recognized for most purposes as a corporation.i.Persons who sign the articles of incorporation.j.The associates are denied the benefits of incorporation.k.Any actions taken or contracts made by a corporation that go beyond its express and implied powers.l.Source of capital creating no ownership interest and involving the corporation's promise to repay funds loaned to it.m.Debt securities.n.Entity created to administer a unit of local civil government or created by the federal government to conduct business.o.Debt securities that condition the payment of interest to some extent on corporate earnings.p.Bonds subject to redemption.q.Stock not having any special contract rights.r.Stock having superior contractual rights with regard to dividends and/or assets upon liquidation.s.May be exchanged for other securities.t.Claims against a corporation's general assets and also a lien on specific property.u.A proportionate ownership interest in a corporation.v.Shares reacquired by a corporation.w.Opportunity to purchase a pro rata share of new stock offerings.x.Source of capital creating an ownership interest in the corporation.y.Basic organizational documents of corporations;also known as articles of incorporation. -ultra vires acts

Match the following: a.Transaction used to eliminate minority shareholders and take a publicly held corporation private.b.Authorization to vote another's shares at a shareholder meeting.c.Device designed to concentrate corporate control in one or more persons;transfer of corporate shares' voting rights to another person.d.Right to receive fair value of one's shares.e.Entitles shareholders to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote.f.Minimum number necessary to be present at a meeting in order to transact business.g.Brought by a shareholder on behalf of the corporation to enforce a right belonging to the corporation.h.Brought by a shareholder against the corporation based upon his ownership of shares.i.Must exercise ordinary care and prudence.j.Procedure permitting a corporation to change its state of incorporation.k.Must act within respective authority.l.The combination of assets of two or more corporations into one of the corporations.m.Precludes imposing liability on directors and officers for honest mistakes if they act with due care,in good faith,and in a manner reasonably believed to be in the best interests of the corporation.n.A writing evidencing that owners of shares will vote in a specified manner.o.A general invitation to all of the shareholders of a target company to tender their shares for sale at a specified price. -tender offer

Match the following: a.Unsecured bonds,having only the obligation of the corporation behind them.b.Corporation created under the laws of a given state.c.Corporation created under the laws of any other state or jurisdiction.d.Persons who take the preliminary steps to incorporate.e.Persons who agree to purchase the initial stock in a corporation.f.Rules governing a corporation's internal management.g.Corporation formed in substantial compliance with the incorporation statute and having all corporate attributes.h.Corporation not formed in compliance with the statute but recognized for most purposes as a corporation.i.Persons who sign the articles of incorporation.j.The associates are denied the benefits of incorporation.k.Any actions taken or contracts made by a corporation that go beyond its express and implied powers.l.Source of capital creating no ownership interest and involving the corporation's promise to repay funds loaned to it.m.Debt securities.n.Entity created to administer a unit of local civil government or created by the federal government to conduct business.o.Debt securities that condition the payment of interest to some extent on corporate earnings.p.Bonds subject to redemption.q.Stock not having any special contract rights.r.Stock having superior contractual rights with regard to dividends and/or assets upon liquidation.s.May be exchanged for other securities.t.Claims against a corporation's general assets and also a lien on specific property.u.A proportionate ownership interest in a corporation.v.Shares reacquired by a corporation.w.Opportunity to purchase a pro rata share of new stock offerings.x.Source of capital creating an ownership interest in the corporation.y.Basic organizational documents of corporations;also known as articles of incorporation. -subscribers

Match the following: a.Transaction used to eliminate minority shareholders and take a publicly held corporation private.b.Authorization to vote another's shares at a shareholder meeting.c.Device designed to concentrate corporate control in one or more persons;transfer of corporate shares' voting rights to another person.d.Right to receive fair value of one's shares.e.Entitles shareholders to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote.f.Minimum number necessary to be present at a meeting in order to transact business.g.Brought by a shareholder on behalf of the corporation to enforce a right belonging to the corporation.h.Brought by a shareholder against the corporation based upon his ownership of shares.i.Must exercise ordinary care and prudence.j.Procedure permitting a corporation to change its state of incorporation.k.Must act within respective authority.l.The combination of assets of two or more corporations into one of the corporations.m.Precludes imposing liability on directors and officers for honest mistakes if they act with due care,in good faith,and in a manner reasonably believed to be in the best interests of the corporation.n.A writing evidencing that owners of shares will vote in a specified manner.o.A general invitation to all of the shareholders of a target company to tender their shares for sale at a specified price. -cumulative voting

Match the following: a.Transaction used to eliminate minority shareholders and take a publicly held corporation private.b.Authorization to vote another's shares at a shareholder meeting.c.Device designed to concentrate corporate control in one or more persons;transfer of corporate shares' voting rights to another person.d.Right to receive fair value of one's shares.e.Entitles shareholders to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote.f.Minimum number necessary to be present at a meeting in order to transact business.g.Brought by a shareholder on behalf of the corporation to enforce a right belonging to the corporation.h.Brought by a shareholder against the corporation based upon his ownership of shares.i.Must exercise ordinary care and prudence.j.Procedure permitting a corporation to change its state of incorporation.k.Must act within respective authority.l.The combination of assets of two or more corporations into one of the corporations.m.Precludes imposing liability on directors and officers for honest mistakes if they act with due care,in good faith,and in a manner reasonably believed to be in the best interests of the corporation.n.A writing evidencing that owners of shares will vote in a specified manner.o.A general invitation to all of the shareholders of a target company to tender their shares for sale at a specified price. -cash-out combination

Match the following: a.Unsecured bonds,having only the obligation of the corporation behind them.b.Corporation created under the laws of a given state.c.Corporation created under the laws of any other state or jurisdiction.d.Persons who take the preliminary steps to incorporate.e.Persons who agree to purchase the initial stock in a corporation.f.Rules governing a corporation's internal management.g.Corporation formed in substantial compliance with the incorporation statute and having all corporate attributes.h.Corporation not formed in compliance with the statute but recognized for most purposes as a corporation.i.Persons who sign the articles of incorporation.j.The associates are denied the benefits of incorporation.k.Any actions taken or contracts made by a corporation that go beyond its express and implied powers.l.Source of capital creating no ownership interest and involving the corporation's promise to repay funds loaned to it.m.Debt securities.n.Entity created to administer a unit of local civil government or created by the federal government to conduct business.o.Debt securities that condition the payment of interest to some extent on corporate earnings.p.Bonds subject to redemption.q.Stock not having any special contract rights.r.Stock having superior contractual rights with regard to dividends and/or assets upon liquidation.s.May be exchanged for other securities.t.Claims against a corporation's general assets and also a lien on specific property.u.A proportionate ownership interest in a corporation.v.Shares reacquired by a corporation.w.Opportunity to purchase a pro rata share of new stock offerings.x.Source of capital creating an ownership interest in the corporation.y.Basic organizational documents of corporations;also known as articles of incorporation. -public corporation

Match the following: a.Transaction used to eliminate minority shareholders and take a publicly held corporation private.b.Authorization to vote another's shares at a shareholder meeting.c.Device designed to concentrate corporate control in one or more persons;transfer of corporate shares' voting rights to another person.d.Right to receive fair value of one's shares.e.Entitles shareholders to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote.f.Minimum number necessary to be present at a meeting in order to transact business.g.Brought by a shareholder on behalf of the corporation to enforce a right belonging to the corporation.h.Brought by a shareholder against the corporation based upon his ownership of shares.i.Must exercise ordinary care and prudence.j.Procedure permitting a corporation to change its state of incorporation.k.Must act within respective authority.l.The combination of assets of two or more corporations into one of the corporations.m.Precludes imposing liability on directors and officers for honest mistakes if they act with due care,in good faith,and in a manner reasonably believed to be in the best interests of the corporation.n.A writing evidencing that owners of shares will vote in a specified manner.o.A general invitation to all of the shareholders of a target company to tender their shares for sale at a specified price. -merger

Match the following: a.Transaction used to eliminate minority shareholders and take a publicly held corporation private.b.Authorization to vote another's shares at a shareholder meeting.c.Device designed to concentrate corporate control in one or more persons;transfer of corporate shares' voting rights to another person.d.Right to receive fair value of one's shares.e.Entitles shareholders to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote.f.Minimum number necessary to be present at a meeting in order to transact business.g.Brought by a shareholder on behalf of the corporation to enforce a right belonging to the corporation.h.Brought by a shareholder against the corporation based upon his ownership of shares.i.Must exercise ordinary care and prudence.j.Procedure permitting a corporation to change its state of incorporation.k.Must act within respective authority.l.The combination of assets of two or more corporations into one of the corporations.m.Precludes imposing liability on directors and officers for honest mistakes if they act with due care,in good faith,and in a manner reasonably believed to be in the best interests of the corporation.n.A writing evidencing that owners of shares will vote in a specified manner.o.A general invitation to all of the shareholders of a target company to tender their shares for sale at a specified price. -voting trust

Match the following: a.Unsecured bonds,having only the obligation of the corporation behind them.b.Corporation created under the laws of a given state.c.Corporation created under the laws of any other state or jurisdiction.d.Persons who take the preliminary steps to incorporate.e.Persons who agree to purchase the initial stock in a corporation.f.Rules governing a corporation's internal management.g.Corporation formed in substantial compliance with the incorporation statute and having all corporate attributes.h.Corporation not formed in compliance with the statute but recognized for most purposes as a corporation.i.Persons who sign the articles of incorporation.j.The associates are denied the benefits of incorporation.k.Any actions taken or contracts made by a corporation that go beyond its express and implied powers.l.Source of capital creating no ownership interest and involving the corporation's promise to repay funds loaned to it.m.Debt securities.n.Entity created to administer a unit of local civil government or created by the federal government to conduct business.o.Debt securities that condition the payment of interest to some extent on corporate earnings.p.Bonds subject to redemption.q.Stock not having any special contract rights.r.Stock having superior contractual rights with regard to dividends and/or assets upon liquidation.s.May be exchanged for other securities.t.Claims against a corporation's general assets and also a lien on specific property.u.A proportionate ownership interest in a corporation.v.Shares reacquired by a corporation.w.Opportunity to purchase a pro rata share of new stock offerings.x.Source of capital creating an ownership interest in the corporation.y.Basic organizational documents of corporations;also known as articles of incorporation. -promoters

Match the following: a.Unsecured bonds,having only the obligation of the corporation behind them.b.Corporation created under the laws of a given state.c.Corporation created under the laws of any other state or jurisdiction.d.Persons who take the preliminary steps to incorporate.e.Persons who agree to purchase the initial stock in a corporation.f.Rules governing a corporation's internal management.g.Corporation formed in substantial compliance with the incorporation statute and having all corporate attributes.h.Corporation not formed in compliance with the statute but recognized for most purposes as a corporation.i.Persons who sign the articles of incorporation.j.The associates are denied the benefits of incorporation.k.Any actions taken or contracts made by a corporation that go beyond its express and implied powers.l.Source of capital creating no ownership interest and involving the corporation's promise to repay funds loaned to it.m.Debt securities.n.Entity created to administer a unit of local civil government or created by the federal government to conduct business.o.Debt securities that condition the payment of interest to some extent on corporate earnings.p.Bonds subject to redemption.q.Stock not having any special contract rights.r.Stock having superior contractual rights with regard to dividends and/or assets upon liquidation.s.May be exchanged for other securities.t.Claims against a corporation's general assets and also a lien on specific property.u.A proportionate ownership interest in a corporation.v.Shares reacquired by a corporation.w.Opportunity to purchase a pro rata share of new stock offerings.x.Source of capital creating an ownership interest in the corporation.y.Basic organizational documents of corporations;also known as articles of incorporation. -preemptive right

Match the following: a.Transaction used to eliminate minority shareholders and take a publicly held corporation private.b.Authorization to vote another's shares at a shareholder meeting.c.Device designed to concentrate corporate control in one or more persons;transfer of corporate shares' voting rights to another person.d.Right to receive fair value of one's shares.e.Entitles shareholders to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote.f.Minimum number necessary to be present at a meeting in order to transact business.g.Brought by a shareholder on behalf of the corporation to enforce a right belonging to the corporation.h.Brought by a shareholder against the corporation based upon his ownership of shares.i.Must exercise ordinary care and prudence.j.Procedure permitting a corporation to change its state of incorporation.k.Must act within respective authority.l.The combination of assets of two or more corporations into one of the corporations.m.Precludes imposing liability on directors and officers for honest mistakes if they act with due care,in good faith,and in a manner reasonably believed to be in the best interests of the corporation.n.A writing evidencing that owners of shares will vote in a specified manner.o.A general invitation to all of the shareholders of a target company to tender their shares for sale at a specified price. -direct suits

Match the following: a.Transaction used to eliminate minority shareholders and take a publicly held corporation private.b.Authorization to vote another's shares at a shareholder meeting.c.Device designed to concentrate corporate control in one or more persons;transfer of corporate shares' voting rights to another person.d.Right to receive fair value of one's shares.e.Entitles shareholders to multiply the number of votes they are entitled to cast by the number of directors for whom they are entitled to vote.f.Minimum number necessary to be present at a meeting in order to transact business.g.Brought by a shareholder on behalf of the corporation to enforce a right belonging to the corporation.h.Brought by a shareholder against the corporation based upon his ownership of shares.i.Must exercise ordinary care and prudence.j.Procedure permitting a corporation to change its state of incorporation.k.Must act within respective authority.l.The combination of assets of two or more corporations into one of the corporations.m.Precludes imposing liability on directors and officers for honest mistakes if they act with due care,in good faith,and in a manner reasonably believed to be in the best interests of the corporation.n.A writing evidencing that owners of shares will vote in a specified manner.o.A general invitation to all of the shareholders of a target company to tender their shares for sale at a specified price. -quorum

Match the following: a.Unsecured bonds,having only the obligation of the corporation behind them.b.Corporation created under the laws of a given state.c.Corporation created under the laws of any other state or jurisdiction.d.Persons who take the preliminary steps to incorporate.e.Persons who agree to purchase the initial stock in a corporation.f.Rules governing a corporation's internal management.g.Corporation formed in substantial compliance with the incorporation statute and having all corporate attributes.h.Corporation not formed in compliance with the statute but recognized for most purposes as a corporation.i.Persons who sign the articles of incorporation.j.The associates are denied the benefits of incorporation.k.Any actions taken or contracts made by a corporation that go beyond its express and implied powers.l.Source of capital creating no ownership interest and involving the corporation's promise to repay funds loaned to it.m.Debt securities.n.Entity created to administer a unit of local civil government or created by the federal government to conduct business.o.Debt securities that condition the payment of interest to some extent on corporate earnings.p.Bonds subject to redemption.q.Stock not having any special contract rights.r.Stock having superior contractual rights with regard to dividends and/or assets upon liquidation.s.May be exchanged for other securities.t.Claims against a corporation's general assets and also a lien on specific property.u.A proportionate ownership interest in a corporation.v.Shares reacquired by a corporation.w.Opportunity to purchase a pro rata share of new stock offerings.x.Source of capital creating an ownership interest in the corporation.y.Basic organizational documents of corporations;also known as articles of incorporation. -common stock