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A NUANS report is required to be submitted with the incorporating documents of a shelf company.

A) True
B) False

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False

Where there has been a finding of liability for failure to make timely disclosure of a material change in an issuer's business, the liability award will be capped unless the defendant knowingly participated in the misrepresentation or failure to disclose.

A) True
B) False

Correct Answer

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Rolf called Tim to discuss an as-yet unannounced corporate takeover. Following Rolf's call, Tim purchased securities of both corporations on the basis of relevant material information he received. The securities are held in a joint trading account co-owned by Tim and Rolf. In these circumstances, Rolf is a tippee, Tim is an insider, and both Rolf and Tim are guilty of insider trading.

A) True
B) False

Correct Answer

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False

In British Columbia, a corporation is often described as a "company" although, strictly speaking, the terms are not synonymous.

A) True
B) False

Correct Answer

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Why are corporations seen as being capable of remedying many of the shortcomings found in the sole proprietorship and partnership business forms?


A) because corporations are easily formed business entities
B) because none of a corporation's assets are at risk
C) because some of the owners' assets in a corporation are at risk
D) because of a corporation's existence as a separate legal entity

E) A) and B)
F) None of the above

Correct Answer

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Which of the following would strongly support shareholders maintaining their business values and goals in closely held corporations?


A) the rights and restrictions on first refusal
B) the rights and restrictions on transfer of shares
C) control over who may become a shareholder
D) insider acquisitions of additional shares

E) A) and B)
F) None of the above

Correct Answer

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Marion, along with several others, lost substantial funds through an investment based on misrepresentations stated in a secondary market disclosure their broker recommended. The disgruntled group's lawyer advised that recent amendments to provincial securities legislation now provide a meaningful civil remedy and facilitate class actions. Which of the following exemplifies the type of amendment made to achieve these goals?


A) establishing reliance on the defendant's investment misrepresentations
B) removing the issue of proof of a class action group's reliance on the disclosure
C) removing proof of reliance and substituting deemed reliance by the investors
D) pursuing a statutory cause of action for negligent misrepresentations

E) A) and D)
F) B) and C)

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C

Which of the following provisions in an incorporating document would most strongly support the intention to incorporate a private company?


A) a provision for preference share subscriptions
B) a distinct, approved entity name
C) a maximum of 50 shareholders
D) a provision for common share subscriptions

E) B) and D)
F) B) and C)

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Which of the following is a distinguishing characteristic of a corporation?


A) the ease of transfer of ownership
B) it is entirely funded by stockholders
C) the ease of understanding tax consequences
D) it has entirely secured debt arrangements

E) A) and B)
F) A) and C)

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Amy's corporation will have a broad distribution base. She is currently working on a statement pertaining to matters that are likely to affect the value of securities. Which of the following matters must be disclosed, in accordance with securities legislation, in the document Amy is preparing?


A) the registration, disclosure, and insider trading restrictions set out in a prospectus
B) the registration and continuous disclosure obligations set out in an offering memorandum
C) the full, true, and plain disclosure of material facts set out in an equity option memorandum
D) the complete, accurate, and undisguised disclosure of material facts set out in a prospectus

E) A) and D)
F) All of the above

Correct Answer

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"Bonds" and "debentures" are terms used interchangeably to refer to financing methods. How is it possible to understand precisely which type of financing either instrument actually pertains to?


A) by noting the securities listed in the corporation's borrowing bylaws
B) by searching the corporate registry
C) by noting the securities listed in the corporation's debt ledger
D) by reading the document itself

E) C) and D)
F) A) and D)

Correct Answer

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Remmie Ltd. owns all of the Class B shares in Rex Holdings Inc., giving it 40 percent of the equity and 82 percent of the voting power. How is Remmie able to exert control over Rex?


A) through a dual-share structure
B) through a fractional share structure
C) through a multi-class share structure
D) through a flow-through share structure

E) A) and C)
F) A) and B)

Correct Answer

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The board of directors of a corporation is charged with the management functions, including policy development, and is answerable directly to the shareholders, who may vote them out of office should they perform poorly.

A) True
B) False

Correct Answer

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A bondholder of an insolvent corporation is entitled to payment from proceeds before general creditors, if secured, and before shareholders.

A) True
B) False

Correct Answer

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Marcella must take care when choosing a name for her new corporate entity if she wants to avoid criminal prosecution for defrauding the public.

A) True
B) False

Correct Answer

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Briefly discuss how the offences of insider trading and tipping are dealt with in Canada.

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Those who engage in insider trading are ...

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Sam recently assumed an equity position in a corporation rather than continuing as one of its unsecured creditors. What right has Sam exercised?


A) his redemption right on a convertible debenture
B) his redemption right on a convertible bond
C) his conversion right on a convertible debenture
D) his conversion right on a convertible bond

E) B) and D)
F) None of the above

Correct Answer

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Which of the following is synonymous with the term "closely held" with respect to corporate entities?


A) unlimited liability corporation
B) limited liability corporation
C) private corporation
D) public corporation

E) A) and D)
F) None of the above

Correct Answer

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Rain Water Recycling Inc. has negotiated with the federally funded Business Development Bank for a capital loan to expand its existing operations. What is the role of the bank?


A) extrinsic creditor
B) external stakeholder
C) widely held creditor
D) closely held stakeholder

E) A) and C)
F) None of the above

Correct Answer

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What is the legal term for decision makers who enter contracts on behalf of an artificial entity?


A) internal stakeholders
B) indirect stakeholders
C) direct stakeholders
D) internal shareholders

E) B) and C)
F) A) and D)

Correct Answer

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