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Free CPA-Business Exam Braindumps (page: 17)

Page 17 of 132
PDF with 530 Questions

Jeb, a member in A & B LLC, sold his interest in the LLC to Chris without obtaining the other members' consent. Absent an agreement to the contrary, Chris:

I). May participate in the management of A & B.
II). May receive Jeb's share of A & B's profits.
III). Is not entitled to anything since Jeb did not obtain the other members' consent.

  1. I only.
  2. I and II only.
  3. II only.
  4. III only.

Answer(s): C

Explanation:

Choice "c" is correct. Absent an agreement to the contrary, if a member in the LLC sells his interest in an LLC without obtaining the other members' consent, the assignee is only entitled to receive the assignor's share of profits.
Choices "a", "b", and "d" are incorrect, because, absent an agreement to the contrary, although a member of an LLC is allowed to assign his interest in profits and losses, an assignee of a membership interest may not participate in the management of the LLC.



Which of the following parties generally has the most management rights?

  1. Minority shareholder in a corporation listed on a national stock exchange.
  2. Limited partner in a general partnership.
  3. Member of a limited liability company.
  4. Limited partner in a limited partnership.

Answer(s): C

Explanation:

Choice "c" is correct. Unless the articles or operating agreement provides otherwise, all members of the LLC have a right to participate in management. A member of a limited liability company has the most management rights of any of the parties listed. A minority shareholder in a corporation has no management rights (and neither does a majority shareholder). A limited partner has no day-to-day management rights but may have some rights in extraordinary circumstances. It is unclear what a limited partner in a general partnership would even be; the existence of a limited partner would make a partnership a limited partnership and not a general partnership.
Choice "a" is incorrect. Stockholders have very limited rights to run the corporation. They generally only have the right to elect directors and to vote on fundamental changes in the corporation. Such fundamental changes would include dissolutions, amendments to the articles, mergers, consolidations, compulsory share exchanges, and sale of substantially all of the corporation's assets.
Choice "b" is incorrect. There are no limited partners in a general partnership. There are only general partners. Since there are no limited partners, there are no management rights for limited partners.
Choice "d" is incorrect. Limited partners in a limited partnership have very limited rights to participate in the management of the business. In fact, if they do participate in management, they face potential liability to those who thought they were a general partner (i.e., if a limited partner becomes involved in day-to-day management is some way (participating in control), she may be treated as a general partner and lose her limited liability).



ABC Corp. is incorporated in State A. Under the Revised Model Business Corporation Act, which of the following activities engaged in by ABC requires that ABC obtain a certificate of authority to do business in State B?

  1. Maintaining bank accounts in State B.
  2. Collecting corporate debts in State
  3. Hiring employees who are residents of state B.
  4. Maintaining an office in State B to conduct intrastate business.

Answer(s): D

Explanation:

Choice "d" is correct. A domestic corporation is one created under the laws of a given state. A foreign corporation is a corporation created under the laws of another state. A foreign corporation must obtain a certificate of authority from each state in which it does intrastate business.
Choices "a", "b", and "c" are incorrect because maintaining a bank account, collecting debts, and hiring employees who live within a state are not considered to be "doing business" within the state.



Which of the following statements is(are) correct regarding the methods a target corporation may use to ward off a takeover attempt?

I). The target corporation may make an offer ("self-tender") to acquire stock from its own shareholders.
II). The target corporation may seek an injunction against the acquiring corporation on the grounds that the attempted takeover violates federal antitrust law.

  1. I only.
  2. II only.
  3. Both I and II.
  4. Neither I nor II.

Answer(s): C

Explanation:

Choice "c" is correct.
Rule: A tender offer is a general invitation by a bidder to the shareholders of a target company to tender their shares to the bidder at a specified price during a specified time. A target of a takeover may ward off a tender offer by offering to repurchase shares from its shareholders. If a takeover will violate federal antitrust law, a court will enjoin the takeover.
Choices "a", "b", and "d" are incorrect, per the above rule.



Page 17 of 132



Post your Comments and Discuss AICPA CPA-Business exam with other Community members:

Venkatesh commented on September 08, 2023
I don't see Internal Control/Information technology related questions
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Jay jain commented on May 25, 2023
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Anonymous
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