When a new corporation is formed to acquire two or more other corporations through an exchange of voting stock; the acquired corporations then cease to exist as separate legal entities, it's a Statutory Merger. True O False
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- A business firm whose shares are held by a single person may be a sole proprietorship, but it cannot a corporation. True FalseMr. B’s business is not registered as a One-Person Corporation (OPC); it is thus a single proprietorship. Unable to pay his construction materials supplier, the latter wishes to go after said entrepreneur's vehicles at home. Here, can said obligation of the business be paid-off through Mr. B's other assets? Briefly reason-out.Companies A and B differ only in their capital structure. A is financed 30% debt and 70% equity: B is financed 10% debt and 90% equity. The debt of both companies is risk-free. a. Rosencrantz owns 1% of the common stock of A. What other investment package would produce identical cash flow for Rosencrantz? b. Guildenstern owns 2% of common stock of B. What other investment package would produce identical cash flows for Guildenstern?
- Which is true about a limited partnership (LP)? a. General partners are exposed to liability for all of the businesses’ debts, and limited partners are only exposed to the extent of their investment b. Limited partners are exposed to liability for all of the businesses’ debts, and general partners are only liable to the extent of their investment c. All partners, both general and limited, are exposed to liability for all of the businesses’ debts d. All partners are exposed to liability only to the extent of their investmentPartnerships and most LLCs are known as pass-through entities. What does this mean for their partners (in the case of partnerships) and members (in the case of LLCs)? a. The businesses themselves are not subject to income tax; the individual partners/members pay income tax on their share of the businesses’ profits b. Partners and members are subject to double taxationThe distinguishing feature of a corporation is that A) their is no legal difference between the corporation and its owners. B) it is a legally defined, artificial being, separate from its owners. C) it spreads liability for its corporate obligations to all shareholders. D) provides limited liability only to small shareholders.
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- Corporate structures include all of the following except: a. Partially controlled subsidiaries and wholly independent corporations b. Quasi-independent sister corporations c. Parent holding corporations d. Wholly controlled subsidiaries and wholly independent corporationsKlinicki and Lundgren, both furloughed Pan Am pilots stationed in West Germany, decided to start their own charter airline company. They formed Berlinair, Inc., a closely held Oregon corporation. Lundgren was president and a director in charge of developing the business. Klinicki was vice president and a director in charge of operations and maintenance. Klinicki, Lundgren, and Lelco, Inc. (Lundgren’s family business), each owned one-third of the stock. Klinicki and Lundgren, as representatives of Berlinair, met with BFR, a consortium of Berlin travel agents, to negotiate a lucrative air transportation contract. When Lundgren learned of the likelihood of actually obtaining the BFR contract, he formed his own solely owned company, Air Berlin Charter Company (ABC). Although he continued to negotiate for the BFR contract, he did so on behalf of ABC, not Berlinair. Eventually BFR awarded the contract to ABC. Klinicki commenced a derivative action on behalf of Berlinair and a suit against…In a partnership a partner who is unknown to the other partners yet participates in the running of the firm is a -------- partner