The Board of Directors of InfoHub, an internet service provider, contains 9 directors. Two of the directors, Jude and Rostan, decide they want to replace several of the directors with individuals who support their position and then take over the Board and control the company. Jude thinks it’s a long shot, but Rostan tells him they could do it because Rostan has gradually been accumulating shares and they can get a majority of proxies on their side. Jude says the proxies are not important, because it’s the shareholders that vote for the members of the board but it is difficult for them to find the names of shareholders. Rostan tells him not to worry, because he will get the shareholder list and focus only a few key shareholders, then get their proxies on his side before the next shareholder meeting. Is InfoHub likely to refuse to provide the shareholder list?

Two sisters and their parents own an incorporated hotel chain together. No stock is sold to the general public. What type of corporation is the hotel chain most likely to be?

_____ _____: bones supporting attachment of arms to body

Jack and Bianca had a partnership running a mortuary. Bianca died, and after her death, Jack decided to shut down the mortuary. Jack incurred some expenses in closing the business affairs of the mortuary. He sought compensation for those expenses but Gus, the executor of Bianca’s estate, objected. Gus also claimed that Jack had no rights in Bianca’s share of the partnership property and that Gus, the executor, had the right to confiscate her share of the property and sell it at auction. Jack, however, took the position that all interests of Bianca passed to Jack and that Jack owed her estate nothing. The articles of partnership did not address death. Did the executor have any rights in Bianca’s share of the property to sell at auction?

The portion of a hair below the skin

Thea and her friends Josef and Danny, all U.S. citizens, want to open a nail salon. They would all like to avoid personal liability for debts of the business and/or wrongful acts of each other. They would also like to minimize taxation. Thea is in favor of a corporation and asks if there is any problem with that form of business. Josef and Danny say that they are concerned about double taxation with a corporation and that they are in favor of a partnership, even if personal liability is a concern. Thea said that she was concerned about the deductibility of losses if the corporate form was chosen. She did some research and suggested an S corporation to Josef and Danny which she claimed would avoid the problem of double taxation. Regarding the concerns of Josef and Danny about double taxation and Thea’s suggestion regarding an S corporation, which of the following is true?

Two sisters and their parents own an incorporated hotel chain together. No stock is sold to the general public. What type of corporation is the hotel chain most likely to be?

Ear wax glands

Lexie and Fernando, both artists, discussed forming a partnership to paint portraits. Fernando’s parents were interested in investing in the partnership, but they wanted to avoid any liability. Fernando suggested forming a limited partnership. He told Lexie and his parents that they could do it very informally, that an oral agreement was sufficient, and that the parents would be protected from liability. However, Lexie insisted that a certificate of limited partnership be filed with the secretary of state, over Fernando’s objection that it was a waste of money. After a few months, Lexie and Fernando decided that they wanted to add a new partner, Melissa, to the partnership as a general partner. Melissa had some expertise in the portrait field but she had also had some scrapes with local law enforcement. Fernando’s parents objected strenuously to the admission of Melissa. Lexie and Fernando took the position that the parents, as limited partners, had no say in the admission of a new partner. Fernando’s father, who had an interest in painting and was concerned that the partnership was not making very much money, decided to start coming to the partnership studio to manage the business and attempt to bring it into profitability. Was Fernando’s belief that a limited partnership may be created informally through an oral agreement correct?

The two most common types of fraud that impact financial statements are misappropriation of assets and fraudulent financial reporting