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R6 : Wrong Question Lesson

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1. Which, if any, of the following statements are true under Chapter 15 of the United States Bankruptcy Code?

I.	A foreign entity may file only under Chapter 15.
II.	The automatic stay is not available under Chapter 15.

Answer : Neither I nor II

Which of the following statements is not true under Chapter 15 of the United States Bankruptcy Code?

	A.	A foreign representative may operate the debtor's business in the U.S.
	B.	A foreign representative may participate in other U.S. bankruptcy cases pending against the represented debtor.
	C.	Discrimination against foreign interests is never allowed.
	D.	U.S. courts have an affirmative duty to cooperate with foreign courts.

Chapter 7 of the federal Bankruptcy Code will deny a debtor a discharge when the debtor:

	A.	Made a preferential transfer to a creditor.
	B.	Accidentally destroyed information relevant to the bankruptcy proceeding.
	C.	Obtained a Chapter 7 discharge 10 years previously.
	D.	Is a corporation or a partnership.

Explanation

Choice "D" is correct. While a corporation or a partnership may voluntarily or involuntarily be petitioned into a Chapter 7 bankruptcy, a corporation or a partnership is "dissolved," while an individual is "discharged."

A claim will not be discharged in a bankruptcy proceeding if it:

	A.	Is brought by a secured creditor and remains unsatisfied after receipt of the proceeds from the disposition of the collateral.
	B.	Is for unintentional torts that resulted in bodily injury to the claimant.
	C.	Arises from an extension of credit based upon false representations by the debtor to the creditor.
	D.	Arises out of the breach of a contract by the debtor.

Robin Corp. incurred substantial operating losses for the past three years. Unable to meet its current obligations, Robin filed a petition for reorganization under Chapter 11 of the federal Bankruptcy Code. Which of the following statements is correct?

	A.	The creditors' committee must select a trustee to manage Robin's affairs.
	B.	The reorganization plan may only be filed by Robin.
	C.	A creditors' committee, if appointed, will consist of unsecured creditors.
	D.	Robin may continue in business only with the approval of a trustee.

Strong Corp. filed a voluntary petition in bankruptcy under the reorganization provisions of Chapter 11 of the federal Bankruptcy Code. A reorganization plan was filed and agreed to by all necessary parties. The court confirmed the plan and a final decree was entered.

Which of the following parties ordinarily must confirm the plan?

	1/2 of the secured creditors	2/3 of the shareholders
A.	Yes	Yes
B.	Yes	No
C.	No	Yes
D.	No	No

Explanation

Choice "D" is correct. Technically, only the court can confirm a plan; creditors and security interest holders vote whether to accept the plan. Moreover, unimpaired parties, such as secured creditors are presumed to have affirmed, so their vote is not necessary. A plan need not be affirmed by 2/3 of interested shareholders (called "equity security holders" under the Bankruptcy Code), but rather by 2/3 of the interests (e.g., 2/3 of the outstanding shares, which may be held by fewer than 2/3 of the shareholders). Finally, through the "cram down" provision of the Bankruptcy Code a plan may be confirmed by a court even if only one impaired class votes to affirm the plan.

7. Under Chapter 11 of the federal Bankruptcy Code, which of the following actions is necessary before the court may confirm a reorganization plan?

	A.	Provision for full payment of administration expenses.
	B.	Acceptance of the plan by all classes of claimants.
	C.	Preparation of a contingent plan of liquidation.
	D.	Appointment of a trustee.

Which of the following statements is not true under Chapter 15 of the United States Bankruptcy Code?

	A.	A foreign representative may operate the debtor's business in the U.S.
	B.	A foreign representative may participate in other U.S. bankruptcy cases pending against the represented debtor.
	C.	Discrimination against foreign interests is never allowed.
	D.	U.S. courts have an affirmative duty to cooperate with foreign courts.

Explanation

Choice "C" is correct. This statement is not true. Although discrimination against foreign interests generally is prohibited, discrimination is allowed with regard to certain foreign government tax liens. All of the other statements are true.

A debtor owes a total of $40,000 to three secured creditors and a total of $100,000 to 15 unsecured creditors. The debtor has not been paying debts as they become due. Which of the following requirements must be met for the debtor's creditors to file an involuntary bankruptcy petition under Chapter 7 of the federal Bankruptcy Code?

	A.	At least three unsecured creditors and one fully secured creditor must join in the petition.
	B.	At least three unsecured creditors must join in the petition.
	C.	At least 12 unsecured creditors must join in the petition.
	D.	All three fully secured creditors must join in the petition.

10.

Social security benefits may include all of the following, except:

	A.	Payments to divorced spouses.
	B.	Payments to disabled children.
	C.	Medicare payments.
	D.	Medicaid payments.

11.

Funding from FICA contributions is provided to assist qualifying individuals in each of the following groups, except:

	A.	Retirees.
	B.	Unemployed workers.
	C.	Survivors of deceased workers.
	D.	Elderly individuals requiring medical services or hospitalization.

12.

Which of the following provisions is basic to all workers' compensation systems?

	A.	The injured employee must prove the employer's negligence.
	B.	The employer may invoke the traditional defense of contributory negligence.
	C.	The employer's liability may be ameliorated by a co-employee's negligence under the fellow-servant rule.
	D.	The injured employee is allowed to recover on strict liability theory.

13.

Workers' Compensation laws provide for all of the following benefits, except:

	A.	Burial expenses.
	B.	Full pay during disability.
	C.	The cost of prosthetic devices.
	D.	Monthly payments to surviving dependent children.

Explanation

Choice "B" is correct. Workers' compensation laws do not provide for "full" pay during a disability. With disability benefits the employee may receive a percentage of his/her wages, but not "full" wages.

14.

Workers' Compensation Acts require an employer to:

	A.	Provide coverage for all eligible employees.
	B.	Withhold employee contributions from the wages of eligible employees.
	C.	Pay an employee the difference between disability payments and full salary.
	D.	Contribute to a federal insurance fund.

15.

A CPA firm, operated as a general partnership, will dissolve by mutual agreement at the end of the year. During the year, distributions have been made to some partners in excess of their capital invested in the partnership. Which of the following statements is correct regarding the distribution of assets at the end of the partnership's existence?

	A.	Partners with negative capital accounts must contribute additional funds to the partnership.
	B.	Creditors whose debts cannot be satisfied by the partnership assets will have no further recourse.
	C.	The partnership must engage in additional activity to generate sufficient cash to pay all creditors.
	D.	Bankrupt partners must contribute capital to resolve their bankruptcy proceedings.

16.

In a general partnership, which of the following acts must be approved by all the partners?

	A.	Dissolution of the partnership
	B.	Admission of a partner
	C.	Authorization of a partnership capital expenditure
	D.	Conveyance of real property owned by the partnership

Choice "B" is correct. As a general rule, decisions regarding matters within the ordinary course of the partnership's business may be controlled by majority vote. Matters outside the ordinary course of the partnership's business require the consent of all the partners. Admitting a new partner is an extraordinary event. Thus, unanimous consent is required.

17.

Banner and Smythe merged their competing retail service businesses, each of which previously had been operated as a sole proprietorship. Neither Banner nor Smythe filed any paperwork with the state. They agreed to equally share profits, management rights, and co-ownership rights. What is the status of the merged business?

	A.	Joint venture
	B.	Limited partnership
	C.	General partnership
	D.	C corporation

18.

Juan, Rico, and Sue form a partnership: Yellow Bus Holdings. Rico contributes 80% of the capital. The partners agree to split the profits equally. After three years, the friends dissolve Yellow Bus because it has never been profitable. Yellow Bus' liabilities are greater than its assets. Who will pay Yellow Bus' losses?

	A.	Rico, because he is the majority partner.
	B.	Juan and Sue because they contributed less of the capital.
	C.	All of the partners in proportion to their capital contributions.
	D.	All of the partners equally.

19.

Grey and Carr entered into a written partnership agreement to operate a hardware store. Their agreement was silent as to the duration of the partnership. Grey wishes to withdraw from the partnership. Which of the following statements is correct?

	A.	Unless Carr consents to a withdrawal, Grey must apply to a court and obtain a decree allowing withdrawal.
	B.	Grey may not withdraw unless Carr consents.
	C.	Grey may withdraw only after notice of the proposed dissolution is given to all partnership creditors.
	D.	Grey may withdraw from the partnership at any time.

Explanation

Choice "D" is correct.

Rule: Where a partnership agreement does not state the duration of the partnership, the partners may withdraw at any time. The partner need not obtain consent of the other partners or of the court.

20.

The partners of College Assoc., a general partnership, decided to dissolve the partnership and agreed that none of the partners would continue to use the partnership name. Under the Revised Uniform Partnership Act, which of the following events will occur on dissolution of the partnership?

	Each partner's existing liability would be discharged	Each partner's apparent authority would continue
A.	Yes	Yes
B.	Yes	No
C.	No	Yes
D.	No	No

Explanation

Choice "C" is correct. "No - Yes."

Rule: Upon the dissolution of the partnership, each of the partners continues to have liability for partnership debts. Upon dissolution of the partnership each of the partners will continue to have apparent authority. The apparent authority of a partner can only be negated upon proper notice to third parties.

21.

Which of the following statements is correct with respect to a limited partnership?

	A.	A limited partner may not be an unsecured creditor of the limited partnership.
	B.	A general partner may not also be a limited partner at the same time.
	C.	A general partner may be a secured creditor of the limited partnership.
	D.	A limited partnership can be formed with limited liability for all partners.

A general partner may also be a limited partner at the same time .

A general partner may also be a secured and unsecured creditor of the partnership.

22.

White, Grey, and Fox formed a limited partnership. White is the general partner and Grey and Fox are the limited partners. Each agreed to contribute $200,000. Grey and Fox each contributed $200,000 in cash while White contributed $150,000 in cash and $50,000 worth of services already rendered. After two years, the partnership is insolvent. The fair market value of the assets of the partnership is $150,000 and the liabilities total $275,000. The partners have made no withdrawals.

Unless otherwise provided in the certificate of limited partnership, which of the following is correct if Fox assigns her interest in the partnership to Barr and only White consents to Barr's admission as a limited partner?

	A.	Barr will not become a substituted limited partner unless Grey also consents.
	B.	Barr will have the right to inspect the partnership's books.
	C.	The partnership will be dissolved.
	D.	Barr will become a substituted limited partner because White, as general partner, consented.

23.

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

	A.	Maintaining bank accounts in State B.
	B.	Collecting corporate debts in State B.
	C.	Hiring employees who are residents of state B.
	D.	Maintaining an office in State B to conduct intrastate business.

24.

Under the Revised Model Business Corporation Act, which of the following actions by a corporation would entitle a stockholder to dissent from the action and obtain payment of the fair value of his/her shares?

I.	An amendment to the articles of incorporation that materially and adversely affects rights in respect of a dissenter's shares because it alters or abolishes a preferential right of the shares.
II.	Consummation of a plan of share exchange to which the corporation is a party as the corporation whose shares will be acquired, if the stockholder is entitled to vote on the plan.

	A.	I only.
	B.	II only.
	C.	Both I and II.
	D.	Neither I nor II.

25.

Which of the following parties is liable to repay an illegal distribution to a corporation?

	A.	A director not breaching his or her duty in approving the distribution and the corporation is solvent.
	B.	A director not breaching his or her duty in approving the distribution and the corporation is insolvent.
	C.	A shareholder not knowing of the illegality of the distribution and the corporation is solvent.
	D.	A shareholder knowing of the illegality of the distribution and the corporation is insolvent.

26.

Which of the following statements is correct regarding the declaration of a stock dividend by a corporation having only one class of par value stock?

	A.	A stock dividend is prohibited in such a corporation.
	B.	A stock dividend increases a stockholder's proportionate share of corporate ownership.
	C.	A stock dividend causes a decrease in the assets of the corporation.
	D.	A stock dividend is a corporation's ratable distribution of additional shares of stock to its stockholders.

27.

Which of the following statements is a general requirement for the merger of two corporations?

	A.	The merger plan must be approved unanimously by the stockholders of both corporations.
	B.	The merger plan must be approved unanimously by the boards of both corporations.
	C.	The absorbed corporation must amend its articles of incorporation.
	D.	The stockholders of both corporations must be given due notice of a special meeting, including a copy or summary of the merger plan.

28.

A registered agent for a corporation incorporated in Delaware would:

	A.	Agree to buy stock in a corporation before incorporation.
	B.	Be personally liable for all pre-incorporation contracts.
	C.	Have legal documents served on it on behalf of the corporation, if the corporation is sued.
	D.	Take the preliminary steps in organizing the corporation.

29.

Peters owned 500 shares of common stock in Kidsmart, Inc. Accordingly, Peters had the right to:

	A.	Automatically receive a dividend in any quarter in which the corporation made a profit.
	B.	Inspect the corporate records on demand.
	C.	Vote for the election and removal of the board of directors.
	D.	Vote for and remove the corporate officers and set their compensation.

Explanation

Choice "C" is correct. Shareholders have the right to vote to elect (typically annually) or remove directors. They also have the right to vote on whether to approve fundamental changes to the corporation, such as dissolution.

Choice "A" is incorrect. The board of directors has the power to decide whether or not to declare dividends. There is no automatic right to dividends.

Choice "B" is incorrect. Shareholders do have a right to inspect corporate records—but not on demand. Typically, five days' written notice is required.

Choice "D" is incorrect. Officers are selected by the board of directors and the board sets the compensation of officers (and for themselves, as well).

30.

Johns owns 400 shares of Abco Corp. cumulative preferred stock. In the absence of any specific contrary provisions in Abco's articles of incorporation, which of the following statements is correct?

	A.	Johns is entitled to convert the 400 shares of preferred stock to a like number of shares of common stock.
	B.	If Abco declares a cash dividend on its preferred stock, Johns becomes an unsecured creditor of Abco.
	C.	If Abco declares a dividend on its common stock, Johns will be entitled to participate with the common stock shareholders in any dividend distribution made after preferred dividends are paid.
	D.	Johns will be entitled to vote if dividend payments are in arrears.

31.

A parent corporation owned more than 90% of each class of the outstanding stock issued by a subsidiary corporation and decided to merge that subsidiary into itself. Under the Revised Model Business Corporation Act, which of the following actions must be taken?

	A.	The subsidiary corporation's board of directors must pass a merger resolution.
	B.	The subsidiary corporation's dissenting stockholders must be given an appraisal remedy.
	C.	The parent corporation's stockholders must approve the merger.
	D.	The parent corporation's dissenting stockholders must be given an appraisal remedy.

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R6 : Wrong Question Lesson

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