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1) if the debtor defaults on his agreement with the creditor, one of the creditors options
is to repossess the collateral and then sell it.
2) the state of delaware has adopted business combination moratorium statutes to deter
tender offers from being made.
3) a party injured by fraud in a contract for the sale of goods can both rescind the
contract and sue for damages.
4) in a partnership agreement, partners are not criminally liable when a partner commits
a crime in the course and scope of transacting partnership business, even if they knew
of the partners criminal tendencies and placed him or her in a position in which he or
she could commit a crime.
5) under the mbca, an incorporator may become jointly and severally liable for
preincorporation contracts just by being an incorporator.
6) a description that gives rise to an express warranty under which the goods must be as
described, amounts to an express warranty regarding quality or duration of the goods
future performance.
7) under chapter 7, a debtor is denied discharge of all debts when:
a.the debtor has transferred property in order to defraud creditors.
b.the debtor has unpaid tax liabilities.
c.the debtor has made a preferential transfer to a creditor.
d.the debtor has made a fraudulent transfer.
8) in a case where concurrent jurisdiction exists, a state court may decide a case
involving federal questions if:
a.it is a criminal case.
b.it is a civil case.
c.the plaintiff asserts so.
d.the defendant belongs to that state.
9) darwin, a college student leased a flat for 15 months which was to terminate in
december 2009. meanwhile he had to go to new jersey for a project, so he sublet his flat
to a friend. it means that:
a.darwin is not liable to the original owner anymore.
b.darwin has not transferred his remaining rights to his friend.
c.darwin has performed an illegal act.
d.darwin has actually performed an assignment.
10) which of the following situations is most likely to trigger liability for a vertical
boycott under section 1 of the sherman act?
a.evidence indicates that a conspiracy existed between a manufacturer and its
nonterminated dealers to terminate a price-cutter.
b.evidence indicates that a manufacturer unilaterally refused to deal with a price-cutter
who failed to follow the manufacturers suggested resale prices.
c.evidence indicates that a manufacturer has terminated a discounting distributor after
receiving complaints from its other distributors.
d.evidence indicates that a manufacturer and its nonterminated dealers were engaged in
an unlawful vertical price-fixing conspiracy.
11) which is the only state to have adopted the uniform commercial code (ucc) only
partially?
a.arizona
b.connecticut
c.louisiana
d.wisconsin
12) a reaffirmation promise has to be made prior to the date of the bankruptcy discharge
and gives the debtor the right to revoke his promise within 30 days after it becomes
enforceable. this is the requirement of:
a.charitable subscriptions.
b.promises to pay debts barred by statutes of limitations.
c.promises to pay debts barred by bankruptcy discharge.
d.promissory estoppels.
13) the _____ underwriting is used when an issuer is not well established and the
underwriter is unwilling to risk being unable to sell the securities.
a.standby
b.sponsorship
c.best efforts
d.firm commitment
14)
all the following constitute transfer warranties under article 3 except:
a.that all signatures on the instrument are authentic or authorized.
b.that the instrument has not been altered.
c.that the instrument is not subject to any defense or claim in recoupment.
d.that the instrument is negotiable.
15) which of the following is false about the power of courts?
a.courts are not absolutely bound to favor one technique of statutory interpretation over
another.
b.courts can distinguish prior decisions in common law cases.
c.state supreme courts can overrule their own prior decisions.
d.courts can make or interpret law in the absence of a case.
16) under the rullca, which of the following is true about a transferee in an llc?
a.a transferee has the right to hire managers in a manager-managed llc.
b.a transferee has limited rights to manage the ordinary business of the llc.
c.a transferee has only a limited right to information about the llcs accounts.
d.a transferee is a member of the llc.
17) which of the following is an executive administrative agency?
a.the national labor relations board
b.the equal employment opportunity commission
c.the internal revenue service
d.the interstate commerce commission
18) humongous corp., a conglomerate with interests in various industries, recently
acquired perfect petrochemicals co., a prominent producer of petroleum products that
are used in manufacturing plastic. this acquisition was a complete surprise to perfects
competitors, who never thought that humongous had any desire to become involved in
the petrochemical production business. companies a and b owned by humongous used
plastic as a raw material. none of the companies under the humongous umbrella made
plastic, therefore a and b bought plastic from outside suppliers who used petrochemical
products as raw material to make plastic. which of the following theories is the most
appropriate one for challenging the acquisition of perfect by humongous under section
7 of the clayton act?
a.elimination of actual potential competition
b.potential reciprocity
c.unfair advantage
d.elimination of perceived potential competition
19) a state may impose its laws on a foreign corporation if such imposition does not
violate the constitution of the united states, notably the due process clause of the
fourteenth amendment and the commerce clause. the leading case in this area is the
_____ case.
a.international shoe
b.katris v. carroll
c.ryan v. cerullo
d.world-wide volkswagen corp. v. woodson
20) mary lee james, a certified public accountant at edgewater, florida, wishes to
incorporate. according to the corporate law requirements, she needs to incorporate
under the:
a.common corporation law.
b.professional corporation acts.
c.special professional charter.
d.general incorporation law.
21) while at home, kyle kinston, the president and chief executive officer of remstat,
inc., is called by the ceo of viokam corporation, who asks kinston if remstat would be
interested in buying about 25 percent of the outstanding shares of viokam. remstat is a
billion dollar conglomerate that has contemplated acquiring viokam for some time, but
kinston tells viokams ceo that remstat is not interested. kinston tells the ceo, however,
that kkim, inc., is willing to buy the shares. kinston is the 100 percent shareholder of
kkim. viokam sells the shares to kkim for $35 million. a year later, kkim sells the shares
for $55 million to a mutual fund company. when remstats directors discover kkims
purchase and sale of the viokam shares, they sue kinston on behalf of the corporation.
which of the following is correct?
a.kinston has exceeded her authority to act for the corporation.
b.kinston has self-dealt with the corporation.
c.kinston has done nothing wrong.
d.kinston has usurped a corporate opportunity.
