1. Discuss briefly the kinds of powers that a corporation can exercise.

Describe the differences between a sole proprietorship, a partnership, and a corporation as business entities, including their advantages and disadvantages from a legal perspective.

Ay-Bee-Cee-Dee Corp. has filed a Subchapter S election under the Internal Revenue Code for taxation purposes. As you know, S corporations are allowed only a limited number of shareholders and, regardless of the number, certain types of entities, including other corporations, cannot be shareholders in S corporations. Carter wants to transfer his shares of Ay-Bee-Cee-Dee Corp. to CarCor, Inc., a corporation that he and his brothers own. If Able, Baker, and Dennis want to preserve their Subchapter S election and, thus, block the transfer of Carter's shares to CarCor (without being stuck having to purchase Carter's shares themselves), which of the following transfer restrictions would best allow them to accomplish their goal?

Skip and Jack are the shareholders of the Blue Fish Event Corporation. Skip and Jack regularly put on classy events on or near the beach, so they have a special insurance policy to protect their assets. Business has been slow as fewer large beach weddings are taking place, so Skip and Jack use a large fan to blow down and damage most of their décor assets, some of which were personal assets of Skip and Jack, to collect the insurance benefits. (a) Assuming their acts are proven, will a court allow Skip and Jack to recover the insurance money? (b) Is this a situation where the corporate veil may be pierced? Why or why not? (c) What would it mean for Skip and Jack if the corporate veil is pierced in this situation?

Case D: Governance Corporation, Bl corporation, and Susan Schultz, president and principle shareholder of TBI, agreed to form a new corporation, Model Board. TBI and Governance were in the business of providing unique guidance formats and analysis tools for advising boards of directors on governance issues. Mark Schlussel was supposed to take care of the formalities involved in incorporating Model Board. When little progress was made in gaining financing for Model Board, Schultz announced that TBI intended to take on some business opportunities that Model Board had intended to pursue. Model Board sued TBI for interference with its business opportunities. TBI moved to dismiss on the grounds that Model Board had no capacity to sue because it had never been incorporated. Is a court that adheres to the historical approach likely to dismiss this suit because Model Board has no corporate existence? Explain.

Ay-Bee-Cee-Dee Corp. has filed a Subchapter S election under the Internal Revenue Code for taxation purposes. As you know, S corporations are allowed only a limited number of shareholders and, regardless of the number, certain types of entities, including other corporations, cannot be shareholders in S corporations. Carter wants to transfer his shares of Ay-Bee-Cee-Dee Corp. to CarCor, Inc., a corporation that he and his brothers own. If Able, Baker, and Dennis want to preserve their Subchapter S election and, thus, block the transfer of Carter's shares to CarCor (without being stuck having to purchase Carter's shares themselves), which of the following transfer restrictions would best allow them to accomplish their goal? Multiple Choice Right of first refusal Consent restraint Provision disqualifying purchasers Buy-and-sell agreement Option agreement Right of first refusal Consent restraint Provision disqualifying purchasers Buy-and-sell agreement Option agreement

.        Bankruptcy and insolvency are interchangeable teams (they mean the same), do you agree? What are the purposes of the Bankruptcy and Insolvency Act R.S.C 1985, c. B-3.?

In order to expand its business, a few years ago, Leeds Ltd purchased 43% of the ordinary shares of Salford Ltd. The remaining 57% shareholdings are held by three other shareholders who possess the equal proportions of shares.     Required:   (1) Explain the concept of de facto control. (40 to 50 words)   (2)According to the above scenario, explain whether Leeds Ltd can control Salford Ltd. (50 to 60 words)

Subject: Business Law and Regulations Topic: Nonstock Corporation 3. During the Annual Members meeting of Kampante Corporation, Jose a member nominated Atty. Joshua the retainer lawyer of the corporation citing as ground that due to the good legal representations of the latter for the corporation wants him to serve in the board as a trustee. Mr Kent objected on the ground that Atty. Joshua is not qualified not being a member thereat. a. Is the nomination by Joe of Atty. Joshua valid? b. Is the objection of Mr. Kent based on the ground cited meritorious?

How exactly a limited partner can lose the limited partner status and become a general partner with unlimited liability? Can you think of any relevant case law? (accorning to canadian law)