Question

1) The Securities and Exchange Commission does NOT

	A.	make disclosures required under the 1933 Act available to the public.
	B.	evaluate the quality of the offering.
	C.	determine whether all required disclosures have been made.
	D.	regulate the initial public offerings of stock.

2) The case of Finch v. Raymer stands, in part, for the following proposition.

	A.	Flipping houses is an inherently risky enterprise that should not be engaged in by unsophisticated investors.
	B.	Assets acquired as part of a joint enterprise with partnership proceeds constitute partnership assets, notwithstanding that the assets are titled in the name of only one of the partners.
	C.	The transfer of a partnership asset consisting of real property to a third party preempts and supersedes the right to such property on the part of either the partnership or an individual partner.
	D.	To form a partnership, a written agreement is required.

3) A flow through tax entity does not pay taxes on its profits at the entity level. Which of the following are, or may be structured as, flow through tax entities?

	A.	General partnership
	B.	S Corporation
	C.	C Corporation
	D.	Proprietorship
	E.	Limited liability company

4) In the event of the liquidation of a corporation, among the following, what is the correct order of priority (from first or highest priority to last) as to distributions?

	A.	Common Stockholders, Unsecured Creditors, Secured Creditors, and Preferred Stockholders
	B.	Unsecured Creditors, Common Stockholders, Secured Creditors, and Preferred Stockholders
	C.	Secured Creditors, Preferred Stockholders, Unsecured Creditors, and Common Stockholders
	D.	Secured Creditors, Unsecured Creditors, Preferred Stockholders, and Common Stockholders
	E.	Lawyers, Guns, and Money

5) In which of the following states must a corporation pay filing fees and franchise taxes?

a)		In the corporation's state of incorporation.
b)		In any state where one or more of its employees live.
c)		In any state through which it ships its products.
d)		In any state where component parts of the corporation's product are produced.
e)		In any state where there is material knowledge of the corporation.
f)		In any state in which it has an ongoing business, for example in any state in which it has a manufacturing, distribution, or retail facility.

Answer 1

1) D- Doesnot regulate Initial public offering

2)B-	Assets acquired as part of a joint enterprise with partnership proceeds constitute partnership assets, notwithstanding that the assets are titled in the name of only one of the partners.

3)E - Limited liability company( since LLC has pass through status all profits/loss will be taxed in the hands of owners)

4)D - Secured Creditors, Unsecured Creditors, Preferred Stockholders, and Common Stockholders

5) A - In state of Incorporation