Exam 41: History and Nature of Corporations

Doing intrastate business without filing with the appropriate state office will likely subject a foreign business to a fine.

Courts will sometimes ignore the separateness of a corporation and its shareholders by piercing the corporate veil in order to:

QT,Inc.is incorporated in Alabama,has offices in Nebraska,has a manufacturing plant in Delaware,and conducts most of its sales from Virginia.Regulation of its internal affairs will be exercised only by:

Harold and Dorothy own all of the shares of Ace Corporation.Robert,Ace's landlord,sued Ace for unpaid rent.Robert received a $10,000 judgment against Ace.When Robert tried to collect on the judgment,he discovered that Ace Corporation had no assets.He then discovered that Harold and Dorothy no longer operate Ace Corporation.They now operate Optimus Corporation as its only shareholders.Harold and Dorothy had no assets in their names.However,upon further investigation,Robert discovered that Optimus had numerous assets.He reviewed the financial documentation,discovering that Optimus pays for Harold and Dorothy's mortgage,medical bills,and grocery bills.Can a court pierce the corporate veil? Discuss.

In Supply Chain Assocs. ,LLC v.ACT Elecs. ,Inc. ,the case in the text,which of the following was not a factor the court considered when it determined that the corporate veil should not be pierced?

Why can a parent corporation cause its subsidiary to transact with it in a manner that benefits the parent but harms the subsidiary?

Which of the following documents is required for a foreign corporation to do intrastate business in a state?

A(n)________ is elected by shareholders to manage a corporation.

A foreign corporation must incorporate in each state in which it does intrastate business.

When general incorporation statutes first emerged in the United States,they permitted incorporation only for limited purposes that:

A state's courts may exercise jurisdiction over a foreign corporation that has contacts in the state.

Since the level of doing business that constitutes intrastate business for qualification purposes has been difficult to define,the Model Business Corporation Act lists several activities that do not require qualification.One such activity is:

Under the ________ Clause,the power to regulate interstate trade is given to the federal government.

An S corporation election requires the consent of ________ of its shareholders.

The failure of a foreign nonprofit corporation to qualify to do intrastate business in a state prevents it from:

The directors and officers of a corporation need to be its shareholders.

The National Collegiate Athletic Association Inc. ,(NCAA)is incorporated in Indiana.The NCAA accredits college athletic programs and sanctions and regulates athletic competitions among its member colleges.The NCAA selects New Orleans,Louisiana as the site of its men's college basketball 1999 Final Four,with Tulane University as the host school.To assist Tulane's hosting of the Final Four,NCAA officials make several trips to New Orleans in the course of one year.For nine days immediately and during the Final Four,NCAA officials are in New Orleans.Altogether,NCAA officials spend 23 days in New Orleans.Is the NCAA required to qualify to do business in Louisiana?

In the International Shoe case,the United States Supreme Court held that a foreign corporation must have certain "minimum contacts" with the state such that asserting jurisdiction over the corporation does not offend "traditional notions of fair play and substantial justice." Which of the following did the Court use to justify its holding?

The controlling shareholders are the only managers of the business in which class of corporation?

A corporation with one person who is the only shareholder,officer,and director will have its corporate veil pierced,making that person personally liable for all the obligations of the dominated corporation.