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The Revised Act was amended in 2002 to provide:
a. conversion procedures permitting a corporation to change its state of incorporation,
thus allowing a foreign business to become a domestic business.
b. domestication procedures permitting a foreign partnership or LLC to become a
domestic business corporation.
c. domestication procedures permitting a domestic business corporation to become a
foreign business corporation.
d. merger procedures to convert partnerships or LLCs into business corporations.
When the articles provide a __________, preferred stock has priority over common
stock to the extent the articles state after a corporation is dissolved and when assets are
distributed.
a. stock right
b. liquidation preference
c. dividend preference
d. None of the above.
A general partnership that, by making the statutorily required filing, limits the liability
of its partners for some or all of the partnership's obligations is known as a:
a. limited liability partnership.
b. limited liability company.
c. limited liability limited partnership.
d. limited partnership.
The legal concept which deals with the location where a lawsuit should be brought is:
a. venue.
b. in personam jurisdiction.
c. subject matter jurisdiction.
d. stare decisis.
An indorsement which prohibits further transfer is a(n):
a. qualified indorsement.
b. special indorsement.
c. indorsement for collection.
d. allonge.
A misrepresentation is material if:
a. it would likely induce a reasonable person to enter into a transaction.
b. the maker knows it would likely induce the other party to enter into the transaction.
c. it is made knowingly.
d. Both (a) and (b).
Which of the following represents concurrent property ownership?
a. A cooperative.
b. A life estate.
c. A lease.
d. A fee simple absolute.
Which of the following is true with regard to an exculpatory clause?
a. An exculpatory clause excuses one party from liability for her own tortious conduct.
b. Where one party has a superior bargaining position that has enabled him to impose an
exculpatory clause upon the other, the courts are inclined to nullify the provision.
c. An exculpatory clause may be unenforceable for unconscionability.
d. All of these are correct.
Title VII of the Civil Rights Act of 1964:
a. is enforced by the FTC.
b. applies to employers engaged in an industry affecting commerce and having 15 or
more employees.
c. has been displaced by the Civil Rights Act of 1991.
d. forbids discrimination in the workplace involving hiring, promotion, and retention,
but does not cover transfer and retirement discrimination.
The Code permits the seller to recover the price plus incidental damages in which of the
following situation(s)?
a. Where the buyer has accepted the goods.
b. Where conforming goods have been lost or damaged before risk of loss has passed to
the buyer.
c. Where the goods have been identified to the contract and there is a ready market
available for their resale at a reasonable price.
d. None of the above.
The right of a surety who has paid the creditor to be repaid by the principal debtor is:
a. exoneration.
b. subrogation.
c. reimbursement.
d. None of the above.
Under the CISG, if the contract is avoided and the seller has resold the goods in a
reasonable manner and within a reasonable time after avoidance, the seller may recover:
a. the difference between the contract price and the resale price.
b. incidental damages only.
c. consequential damages.
d. Both (a) and (c).
Once properly declared, the effect of a cash dividend is that it:
a. is revocable until actually paid.
b. is considered a debt the corporation owes to the shareholders.
c. imposes personal liability on the directors who vote for it.
d. imposes personal liability on the shareholders of a solvent corporation.
All but which of the following is an exclusive federal power?
a. Establishing laws regarding bankruptcy.
b. Granting copyrights.
c. Entering into treaties.
d. Police power.
The Rutherford Corporation, a publicly held company, has employed Duncan, Saindon
& Associates, PSC, as their accounting firm to perform audit services. Under the
Sarbanes-Oxley Act, the lead auditor of Duncan, Saindon & Associates must rotate
every:
a. year.
b. two years.
c. three years.
d. five years.
The two basic elements to consideration are legal adequacy and a bargained-for
exchange.
Only the general partners have access to the books and records of the partnership.
If the performance of a contract that was legal when formed becomes illegal because of
a subsequently enacted law, the duty of performance is discharged.
Hugh recently purchased a motorcycle for $3,000 but has had extensive problems
starting the motor. In disgust at not being able to start the motor, Hugh shouts to his
friends, "Any of you want to buy this thing for $20?" A contract will be formed if a
friend gives Hugh a twenty-dollar bill.
If the owner of goods entrusts them to a merchant, the merchant can transfer good title
to the goods to a buyer in the ordinary course of business even if the original owner
does not want to sell the goods.
The UCC and the Restatement make no provision for supplying terms omitted by the
parties' contract.
Notes and certificates of deposit are orders to pay money.
