Exam 39: Corporate Formation and Financing

The articles of incorporation serve as a primary source of authority for a corporation.

Ivy and Justin want to form and do business as Kayak Adventures Corporation.A corporation can be owned by

Jim and Kiley are architects and members of J&K,P.C.,a profes?sional corporation.Jim supervises Luc,an employee of the firm.As a member,Jim

A corporation formed in another country but doing business in the United States is referred to in the United States as an alien corporation.

A promoter is personally liable for a preincorporation contract until the corporation assumes liability.

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

Common stock provides a proportionate interest in the corporation with regard to control.

A corporation is a legal entity created and recognized by federal law.

Wild & Scenic River Tours,Inc.,is a corporation.Wild & Scenic has the implied power to

For liability purposes,some courts treat professional corporations somewhat like a partnership.

Suki is a registered agent for Trans-state Trucking,Inc.(TTI),which incorporated in Utah.As a registered agent,Suki

Eager Beaver Corporation fails to hold a meeting to adopt bylaws.Under this circumstance,Eager Beaver will still be treated as a legal corporation in those states that recognize the common law doctrine of

Convenience Mart,Inc.,is a closely held corporation.Convenience Mart is

A corporation whose shares are not publicly traded is a partnership.

Stocks represent the borrowing of funds by firms.

Sullivan and Taylor want to form a corporation to provide catering services.The first step in the incorporation procedure is to

A corporation cannot be held liable for the criminal acts of its employees.

Agents and employees of Apples Corporation and Oranges Corporation are convicted of conspiring to violate a fed?eral 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?

Fact Pattern 39-1A (Questions A3-A4 apply) Mountaintop Clearview Corporation authorizes Niles,its employee,to oversee its timber operation.In the course of his employment,Niles disposes of the operation's waste illegally.Orson is a Mountaintop shareholder. -Refer to Fact Pattern 39-1A.Liability for Niles's act most likely rests with Orson to

A corporation generally can engage in any act and enter into any contract available to a natural person.