LEGL 2700 Roessing Test 3 Questions And
Answers
Issuer The term in securities law for an individual or business organization offering a
security for sale to the public
Underwriter The party that, in securities law, guarantees the issuer that the securities
offered for sale will be sold
Con...
Issuer The term in securities law for an individual or business organization offering a
security for sale to the public
Underwriter The party that, in securities law, guarantees the issuer that the securities
offered for sale will be sold
Controlling person The person who has the control of, or is controlled by, the issuer of
securities in securities laws
Seller In commercial law, a person who sells of contracts to sell goods
Closely held An organization that is owned by only a few people
Publicly held A business organization that has hundreds, if not thousands, of owners who
can exchange their ownership interests on public exchanges
Dissolution The cancellation of an agreement, thereby rescinding its binding force.
, LEGL 2700 Roessing Test 3 Questions And
Answers
Sole proprietorship The simplest form of business organization, created and controlled by
one owner
Partnership A business organization involving two or more persons agreeing to conduct a
commercial venture while sharing its profits and losses
Articles of partnership Another name for a formally drafted partnership agreement
Assumed-name statute A state law that requires partners to make a public filing of their
identities if their partnership operates under a name that does not reveal the partners' identities
Buy and sell agreement A contract, usually among partners, but perhaps among
shareholders, wherein one party agrees to but the ownership interest held by another party or the
first party agrees to sell such an interest to the other party. These contractual provisions help
provide for a transition of owners without harming the business of the organization
Jointly and severally liable The legal principle that makes two or more people, usually
partners, liable for an entire debt as individuals or in any proportional combination
, LEGL 2700 Roessing Test 3 Questions And
Answers
Corporation An artificial, but legal, person created by state law
Domestic Corporation A business organization created by the issuance of a state charter
that operates in the state that issued the charter
Foreign Corporation A business organization, created by the issuance o a state charter, that
operates in states other than the one issuing the charter
Alien Corporation A corporation created under the authority of a foreign country
Charter The legal document issued by a state when creating a new corporation
Incorporators Those individuals who are responsible for bringing a corporation into being
Articles of incorporation The legal document that forms the application for a state charter
of incorporation
, LEGL 2700 Roessing Test 3 Questions And
Answers
Shareholders The owners of corporations
Directors Those individuals who are elected by the shareholders to decide the goals and
objectives for the corporate organization
Officers Those individuals appointed by directors of a corporation to conduct that daily
operations of the corporate organization
Proxy The legal document whereby a shareholder appoints an agent to vote the stock at a
corporation's shareholders' meeting
Derivative suit A lawsuit filed by one or more shareholders of a corporation against that
organization's management. This suit is brought to benefit the corporation directly and its
shareholders indirectly
Limited personal liability This term is used to describe the exposure of business owners to
pay the debts of their businesses when such exposure does not exceed the owner's investment in
the business
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