Review 4

The most important right a stockholder has is the right to vote. This means that stockholders have the power to participate in the decision-making process of the company by casting their votes on important matters such as electing board members, approving mergers or acquisitions, and making changes to the company's bylaws. This right ensures that stockholders have a say in the governance and direction of the company, allowing them to protect their interests and influence key decisions.

The owner of a sole proprietorship is referred to as a proprietor. This term is commonly used to describe an individual who owns and operates a business on their own, without any partners or shareholders. As the sole proprietor, the individual has complete control and responsibility for the business, including its profits, losses, and decision-making. The term "proprietor" accurately captures the essence of this type of business ownership, highlighting the individual's ownership and control over the enterprise.

The person who receives the proceeds of an insurance policy is known as the beneficiary. This individual is chosen by the policyholder and is typically a family member or loved one who will benefit financially from the policy in the event of the policyholder's death. The beneficiary is designated in the insurance policy and will receive the payout, which could be a lump sum or periodic payments, depending on the terms of the policy.

The consideration paid for insurance coverage is referred to as the "premium." This is the amount of money that an individual or entity pays to an insurance company in exchange for the insurance policy. The premium is typically paid on a regular basis, such as monthly or annually, and is based on various factors such as the type of insurance coverage, the risk involved, and the individual's or entity's profile.

A merger refers to the process of combining two corporations where one company absorbs the other. This typically involves the consolidation of assets, resources, and operations of both companies into a single entity. Mergers are often pursued to achieve economies of scale, expand market share, or gain a competitive advantage in the industry.

In a partnership, each partner has an insurable interest in the property owned by the firm. This means that they have a financial stake in the property and would suffer a loss if it were damaged or destroyed. Since the partners collectively own the firm and its assets, they have a shared interest in protecting those assets through insurance. Therefore, it is correct to say that a partner has an insurable interest in the property owned by the firm to the extent of the possible loss.

The correct answer is Chief Executive Officer. CEO stands for Chief Executive Officer, which is the highest-ranking executive in a company. The CEO is responsible for making major corporate decisions, managing the overall operations and resources of the company, and acting as the main point of communication between the board of directors and the corporate operations.

When a partner withdraws from a partnership, they are still responsible for any debts that were incurred by the partnership before their withdrawal. This means that unless the creditors have specifically released the withdrawing partner from their liability, they are still legally obligated to pay off those debts. Therefore, the statement is true.

Three persons who agree to contribute property to the running of a business as co-owners for the purpose of making a profit can form a partnership, regardless of whether they call themselves partners or not. The key factor in determining a partnership is the intention to operate a business together and make a profit. The agreement to contribute property and work towards a common goal fulfills the requirements of a partnership, regardless of the title they give themselves.

When a partner withdraws from a firm, it is important to update the firm's name on all stationery to reflect this change. This is necessary to maintain accurate and up-to-date branding and to avoid any confusion among clients or business partners. By removing the name of the withdrawing partner from the firm name on all stationery, the firm can ensure consistency and clarity in its communication materials. Therefore, the statement is true.

A person who exposes wrongdoing in an organization is called a whistleblower. Whistleblowers are individuals who bring to light unethical, illegal, or fraudulent activities taking place within an organization. They play a crucial role in promoting transparency, accountability, and integrity within institutions. By speaking out against misconduct, whistleblowers often face personal and professional risks but are driven by a sense of moral duty to protect the public interest. Their actions can lead to investigations, legal actions, and necessary reforms within the organization.

When two corporations merge or come together to form a new entity, it is referred to as a consolidation. This process involves combining the assets, resources, and operations of both companies to create a single, unified organization. Consolidation often occurs to achieve economies of scale, increase market share, or enhance competitiveness in the industry. It can also lead to cost savings and synergies by eliminating duplicate functions and streamlining operations.

The law that puts the responsibility for greater financial disclosure on CEOs and CFOs of a corporation is the Sarbanes-Oxley Act. This act was enacted in response to corporate scandals such as Enron and WorldCom, with the aim of improving corporate governance and accountability. It requires CEOs and CFOs to personally certify the accuracy of financial statements and imposes stricter penalties for fraudulent activities. The Sarbanes-Oxley Act has had a significant impact on corporate transparency and has helped restore investor confidence in the financial markets.

Partnership agreements typically require the legal representative of a deceased partner to be provided with complete and accurate information about all matters affecting the partnership. This ensures transparency and allows the legal representative to make informed decisions regarding the deceased partner's interest in the partnership. Therefore, it is true that true and full information must be rendered to the legal representative of any deceased partner.

If a corporate officer commits a tort or crime, they can be held personally liable. This means that they can be held legally responsible for their actions and may face consequences such as fines, imprisonment, or other penalties. This is because, in certain situations, individuals can be held personally responsible for their own wrongful acts, regardless of their position within a corporation. Therefore, the statement "A corporate officer who commits a tort or crime is personally liable" is true.

A stockholders' meeting is a formal gathering where important decisions regarding a company are made. To ensure that the meeting is valid and legally binding, there must be a minimum number of shares represented. This requirement ensures that decisions are made with the participation of a significant portion of the company's ownership, preventing a small group of shareholders from making decisions that may not be in the best interest of the majority. Therefore, the statement is true.

Partners in a partnership firm have a fiduciary duty to the firm. This means that they have a legal and ethical obligation to act in the best interests of the firm and its stakeholders. They are required to exercise loyalty, honesty, and good faith in their dealings with the firm, and to prioritize the firm's interests over their own personal interests. This duty ensures that partners act responsibly and in a manner that promotes the success and well-being of the partnership.

This statement is true because in order to enter into a contract, a person must have the legal capacity to do so. This means they must possess the mental ability to understand the terms and consequences of the contract. Since being a partner in a partnership involves entering into a contractual relationship with other partners, it follows that a person who has the competence to make a contract also has the competence to be a partner.

The statement is true because in a corporation, the voting power is typically determined by the number of shares owned. This means that those who own or control a majority of the voting stock have the ability to make decisions and have the final say in the management of the corporation. This can lead to a concentration of power in the hands of a few individuals or entities, potentially excluding the input and influence of other shareholders or stakeholders.

An insurer is a company that agrees to compensate a person for a certain loss. This means that if an individual experiences a loss or damage to their property or assets, the insurer will provide financial compensation to cover the cost of the loss. The insurer typically does this in exchange for regular premium payments made by the individual. By agreeing to compensate for the loss, the insurer helps to mitigate the financial risk for the individual and provides a sense of security and protection.

The maximum amount an insurer agrees to pay in case of a loss is referred to as the face amount. This is the predetermined limit that the insurer is willing to cover for the insured party's losses. It represents the highest sum of money that the insurer will pay out in the event of a claim, ensuring that the insured party is protected up to this specified amount.

State law requires a corporation to have a President and a Vice President. This is because a corporation is a legal entity that needs to have designated individuals to fulfill key leadership roles. The President is responsible for overseeing the overall operations and decision-making of the corporation, while the Vice President assists the President and may step in to fulfill their duties in their absence. Having these positions ensures proper governance and accountability within the corporation.

In a partnership, each partner has the authority to act on behalf of the partnership. However, this authority is limited to the scope of their actual and apparent authority. Actual authority refers to the express or implied powers granted to a partner, while apparent authority refers to the authority that a partner appears to have based on their actions or the partnership's representations. If a partner exceeds their actual or apparent authority and engages in unauthorized acts, the partnership is not liable for those actions. Therefore, the given statement is true.

An ultra vires contract is a contract that is beyond the legal authority or power of the parties involved. Despite being outside their authority, such contracts are generally considered binding on the parties. This means that even though the contract may have been entered into without the proper legal authority, the parties are still obligated to fulfill their obligations under the contract. Therefore, the statement that an ultra vires contract is binding on the parties is true.

A sole proprietorship is a type of business entity where a single individual owns and operates the business. Unlike other forms of business entities, such as partnerships or corporations, there are no formalities or legal requirements to establish and operate a sole proprietorship. The owner has complete control over the business and is personally responsible for all its debts and obligations. This flexibility and simplicity make sole proprietorships an attractive option for small businesses or individuals starting a business on their own. Therefore, the statement that there are no formalities to being and operating a sole proprietorship is true.

In most states, the willful concealment of a material fact can render an insurance policy voidable. This means that if an individual intentionally hides or fails to disclose important information that could affect the insurer's decision to provide coverage or the terms of the policy, the insurer may have the right to void the policy. This is because insurance contracts are based on the principle of utmost good faith, where both parties are expected to disclose all relevant information. Willful concealment undermines this principle and can result in the policy being voided.

Watered stock refers to shares that have been issued at a higher value than their actual worth. In this context, when stock is paid for with property of inflated value, it means that the property used to purchase the stock is overvalued. This results in the creation of watered stock, where the value of the stock is artificially inflated due to the overvaluation of the property used for payment.

When a corporation repurchases its own stock, it is known as treasury stock. This stock is no longer considered outstanding and is held by the corporation itself, usually for future use. Treasury stock does not have voting rights and does not receive dividends. It can be reissued or retired by the corporation at a later time.

A partnership can only be formed to run a lawful business because partnerships are legal entities that require compliance with laws and regulations. To establish a partnership, the partners must enter into a legal agreement, define their roles and responsibilities, and operate within the boundaries of the law. Engaging in unlawful activities would not only jeopardize the partnership but also expose the partners to legal consequences. Therefore, it is essential for a partnership to be formed for a lawful business to ensure compliance and protect the interests of the partners.

When business debts are payable from personal, as well as business assets, it indicates a sole proprietorship with unlimited liability. In a sole proprietorship, the business and the owner are considered one entity, and the owner is personally responsible for all debts and liabilities of the business. This means that if the business fails to repay its debts, the owner's personal assets can be used to satisfy those obligations. Therefore, the owner has unlimited liability for the business debts.

A joint venture is a business relationship where two or more individuals or entities come together to pool their resources, whether it be labor or property, to work on a specific project or venture. This arrangement allows for the sharing of risks, costs, and profits among the participants. Joint ventures are typically formed for a limited period of time or for a specific purpose, and each participant retains their individual identity and ownership. This type of partnership provides an opportunity for collaboration and leveraging of complementary skills and resources.

A stockholder's authorization to another to vote their stock can be revoked at any time because the stockholder has the right to change their mind and take back their authorization. This allows the stockholder to have control over their own voting rights and decisions regarding their stock.

In a partnership, dissolution can occur either voluntarily or by a judicial decree. When a partnership is dissolved by a judicial decree, it means that a court has ordered the dissolution of the partnership. In such cases, there is no need for a separate notice of dissolution because the judicial decree itself serves as a notice to all concerned parties. The court's decision is legally binding and effectively ends the partnership, making any additional notice redundant. Therefore, the answer is yes, notice of dissolution is unnecessary when a partnership is dissolved by judicial decree.

In a partnership agreement, the basis for sharing profits and losses is usually predetermined and agreed upon by all partners. This means that the majority of partners cannot unilaterally change this basis without the consent of all partners. Therefore, the statement is true, as the sharing of profits and losses cannot be altered by a majority of the partners.

In a partnership, if one partner is declared to be of unsound mind by a court, the other partner can obtain a decree of dissolution. This means that the partnership can be legally dissolved due to the partner's mental incapacity. This is true because the mental health of a partner can significantly affect the functioning and success of a partnership, and it is necessary to protect the interests of the other partner(s) involved.

When a stockholder of a corporation passes away, it does not lead to the dissolution of the corporation. A corporation is a separate legal entity from its shareholders, and its existence is not dependent on the life or death of any individual stockholder. Even if a stockholder dies, the corporation continues to exist, and the ownership of the deceased stockholder's shares can be transferred to their heirs or beneficiaries.

In a partnership, each partner is considered an agent of the partnership and has the authority to act on behalf of the partnership. Therefore, if a partner commits a tort (a wrongful act) while conducting partnership business and in furtherance of partnership interests, the partnership can be held liable for those torts. This is because the partnership is responsible for the actions of its partners within the scope of their partnership duties.

In a partnership, the death of one member usually results in the dissolution of the partnership. This is because a partnership is a legal relationship between two or more individuals, and the death of one partner fundamentally changes the nature of the partnership. However, if the partnership agreement specifically states that the death of a partner will not dissolve the partnership, then the partnership can continue to exist even after the death of a member. Therefore, the statement that the death of one member of a partnership automatically dissolves the partnership unless the agreement provides otherwise is true.

A corporation can be sued in its corporate name because a corporation is considered a legal entity separate from its owners or shareholders. This means that it can be held liable for its actions and can be sued in its own name. Suing a corporation in its corporate name allows for the legal process to be directed towards the entity itself, rather than the individuals associated with the corporation.

Directors as a group are both fiduciaries and agents of a corporation. As fiduciaries, directors have a legal duty to act in the best interests of the corporation and its shareholders. They must exercise their powers and make decisions with care, loyalty, and good faith. As agents, directors act on behalf of the corporation and have the authority to make decisions and enter into contracts on its behalf. Therefore, directors fulfill the roles of both fiduciaries, who have a duty of loyalty, and agents, who act on behalf of the corporation.

Insurance is indeed a contract in which one party, known as the insured, transfers the risk of financial loss to an insurance company, also known as the insurer. In return, the insured pays a fee, known as a premium. This contract ensures that the insurance company will provide financial compensation or coverage in the event of a covered loss or damage. Therefore, the correct answer is "Yes."

In a partnership, the general rule is that profits and losses are shared equally among the partners unless otherwise stated in the partnership agreement. Therefore, when a partnership dissolves, it is expected that the losses incurred by the partnership will also be shared equally among the partners. This ensures fairness and equal responsibility among the partners in settling the financial obligations of the partnership.

An officer, director, or owner of more than ten percent of a corporation's stock is considered an insider. This is because these individuals have access to confidential information about the corporation and can potentially use this information to their advantage in trading stocks. As insiders, they are subject to certain legal restrictions and reporting requirements to ensure fair trading practices and prevent insider trading.

Profits made by an officer buying and selling the corporation's stock within a period of six months are referred to as short-swing profits. This term is used to describe the gains made by corporate insiders, such as officers or directors, who engage in short-term trading of their company's stock. The Securities and Exchange Commission (SEC) requires these insiders to disgorge any profits made from such transactions to prevent unfair trading practices and ensure a level playing field for all investors.

An original or general partnership is a type of partnership where there are no limitations on the rights, duties, or liabilities of the partners. In this type of partnership, each partner has equal decision-making power and is fully responsible for the debts and obligations of the partnership. This means that each partner has unlimited liability, meaning they can be held personally responsible for any debts or legal actions taken against the partnership. Therefore, the correct answer for this question is "original or general".

Dividends can be paid in forms other than cash, such as stock dividends or property dividends. This means that the statement "Dividends can be paid only in cash" is incorrect. Companies have the flexibility to choose the form in which they distribute dividends to their shareholders.

The right to vote is considered the most important right of a stockholder because it allows them to participate in the decision-making process of the company. By exercising their voting rights, stockholders can elect board members, approve major corporate actions, and voice their opinions on important matters. This right ensures that stockholders have a say in the company's governance and can protect their interests. Without the right to vote, stockholders would have limited control over the direction and management of the company, making it a crucial right for them.

Directors are not held liable for losses if they exercise due diligence and make decisions based on reasonable judgment. This means that if directors act responsibly, do their research, and make informed decisions in the best interest of the company, they cannot be held personally responsible for any resulting losses. Therefore, the statement is true.

A partner has a duty to put the firm's interest above personal advantage because as a partner, they have a fiduciary duty to act in the best interest of the partnership. This means that they must prioritize the success and well-being of the firm over their own personal gain. By doing so, they contribute to the overall growth and profitability of the partnership, fostering trust and collaboration among the partners. Additionally, prioritizing the firm's interest ensures fairness and transparency in decision-making processes, benefiting all partners involved.

Profits of a corporation are distributed among its shareholders in the form of dividends. Dividends are a portion of the company's earnings that are paid out to the shareholders as a return on their investment. Therefore, it is correct to say that profits of a corporation are called dividends.