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PART VII: CORPORATIONS.
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.
1. shares
2. income
bonds
3. common
stock
4. subscribers
5. domestic corporation
6. corporation de jure
7. ultra vires acts
8. equity securities
9. incorporators
ANSWER: i
10. callable bonds
11. bylaws
12. public corporation
13. foreign corporation
14. treasury stock
15. preferred stock
16. bonds
17. corporation de facto
18. debt securities
19. secured bonds
20.
preemptive
right
21. defective corporation
22. convertible
bonds
23. debentures
24. promoters
25. charters
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.
26. cumulative
voting
27. direct suits
ANSWER:
28. voting trust
29. duty of
obedience
30. merger
31. duty of
diligence
ANSWER:
32. tender offer
33. shareholder voting agreement
34. proxy
35. derivative
suits
36. business judgment rule
37. cash-out combination
POINTS: 1
38. appraisal remedy
40. domestication
